Cover Up the Sun
by Mikkeneko
Summary: After the invasion of Asgard by Malekith the Accursed, Loki seeks shelter in the one place in the Nine Realms he knows he will be welcome: Charles Xavier's School for Gifted Youths. Sequel to A Villain State of Mind; no pairing, rehabilitation, angst/comfort.
1. Chapter 1

**Title**: Cover Up the Sun  
**Rating**: PG-13  
**Warnings**: None this chapter; some violence later  
**Timeframe**: Post-Thor 2. The long-awaited (?) sequel to **A Villain State of Mind.**

**Spoilers**:

This fic contains spoilers for **The Dark World**... _sort_ of.

The first fic in this series, A Villain State of Mind, was meant to start after the end of Avengers and end before the beginning of TDW. At that point in time, I had only vague guesses and scanty information as to what the events of TDW would be. I had actually intended for quite some time now to write this second fic following the events of Malekith's invasion, but I couldn't do so until I knew just how close or far to the mark my guesses would turn out to be.

As it turned out: pretty close, but there were still some discrepancies in the timeline of 'Great Subconscious Club' that would not fit with the events of Thor 2 as they played out in the movie. So this chapter recaps the events of Thor 2 _as they would have happened in this version of the timeline._ Some things are the same, but others have been altered to fit the changes that came from the Bifrost not being repaired, Loki not being imprisoned and very little time at all having passed since Avengers.

In this timeline Loki still goes to Svartalfheim and still fakes his death, then returns in disguise to report his 'death' to Odin afterwards; but instead of deposing Odin and taking his place, Loki instead chooses to return to Midgard in secret.

Also, I changed the name of Malekith's darkness phlebotinum, because really? _The Aether?_ Is that supposed to conjure images of insidious evil and unfathomable darkness? Pfff.

* * *

Charles sat at his desk long into the night, a single lamp burning behind him throwing illumination onto his worktop. Fatigue tugged at the edges of his mind, but he ignored it with long and ready practice. There had been another riot today, in Illinois; ever since the alien invasion over New York and the emergence of the Avengers, anti-mutant sentiment had been on the rise again. Some people felt that with the Avengers on the scene, there was no more need for mutant protectors of the populace; others thought that the next move of the Avengers would get to work cleaning up mutants, and thought to get a jump on the practice. Some even blamed the mutants for the appearance of the aliens themselves - there was no logic to it, and yet there it was.

He didn't blame the Avengers for it. There was no point, really - they hadn't intended this result, and anti-mutant sentiment tended to surge at the slightest provocation. An ugly eruption of mutant powers somewhere in the world - a series of bad storms, or other disasters which could be blamed on mutant powers - even a hit to the economy could cause the smoldering resentment of the human populace to flare up, seeking the nearest target to vent their rage.

Charles could understand it. Oh, he'd seen into their heads, so he knew exactly what they were thinking. But he didn't have to like it.

Every time this happened Charles would put in the longest hours, working like a man possesed to try to control the damage. And every time this happened Charles would lie awake yet longer into the night, staring at the ceiling and wondering: had he done everything that he could? Should he have spent more time with Cerebro, finding mutants who were in the danger zone and pulling them to safety? _You couldn't know who was in danger. _ Should he have made more press appearances, soothing over the violence and hate with honeyed words? _They never listen. _Should he have spent more time training his X-men, that they could respond to riots as soon as they broke out and before they could spread to do more damage, take more lives? _You have done all you can for them; they need to be independent now. _Should he be spending more time with his younger students, counseling them and comforting those whose all-too-real terrors were called upon every time news of another riot breached the school?

The ceiling never had any answers for him.

A faint impression washed over Charles' mind, something between a taste and a smell: a whiff of ashes, as though smoke had just blown across his face. Puzzled Charles paused in his work for a moment and glanced up, looking around: was a window open somewhere? Perhaps Logan was visiting again, and smoking his horrendously fragrant cigars despite all the importuning of Charles' secretary that this office was a no-smoking zone.

Then the door to his office opened, despite the fact that not only should the door have been locked, but neither the vigilant young mutant guarding his outer office nor the building's state-of-the-art security should have allowed it. A figure slipped through it like a shadow, small and slim and dressed in dark clothes that blended seamlessly with the night. Only one splash of color stood out: a shock of bright red hair that floated about the intruder's head, framing a face that was young and ageless at once, coldly and emotionlessly beautiful. Charles recognized the young woman's face from a personnel file in Nick Fury's computers: Natasha Romanov, the Black Widow. Spy, infiltration expert and assassin extraordinaire.

"Good evening, Professor," she said. "I hope I'm not intruding."

And yet no matter the _face_ before him, Charles recognized the _mind_ that had just stepped into his office. It was bright, jagged, larger-than-life; it fragmented into pieces that filled the space about it, spilling out from the small body that failed to contain it. It was from that mind that spilled the scent of ash and the taste of blood, brief whispering flickers of violence and smug satisfaction and boundless grief.

Charles smiled, a real and deep expression of relief and happiness. "Loki," he said. "It's good to see you. I hadn't expected to see you again so soon."

It had been two months since Charles had last seen Loki, striding away through a doorway in space framed by the light of an alien sun. He'd only known Loki for a little more than a week before that, but it had been a very _intense_ week of diving inside the alien's brain, attempting to free him from the morass of nightmares and madness that had overcome him. Despite the comparatively short time they'd known each other Charles had become very fond of Loki, and when the call had come from off-world for Loki to return to Asgard to fight off the invasion of Malekith the accursed, Charles had bid him farewell with sadness, hope and fear sharing equal space in his heart. Sadness to see him go; hope that he would rise to the heights of his true potential; and fear that he would fall back into his furious, hurtful, and self-destructive ways.

In the time he had been gone Charles had not forgotten him, but he had put aside thoughts of him for a time. With Loki on Asgard and Charles here on Earth, there was little he could do to help. Even Lilandra, empress of the Shi'ar, could not see or reach into the corner of the universe where the rest of the Nine Realms resided. Charles had, over the years, come to recognize when a teacher could coach and push and guide and advise, and when he had to just step back and let the student go.

The face of the Black Widow broke into an unwilling smile, a laugh startled out of her in a that did not belong with the frame. "I suppose I should have known better," Loki said, now in his own voice, contrasting weirdly with the face he wore but resonating perfectly with his psychic aura. "You have proven immune to all my tricks." He stepped forward, gesturing with one hand, and the image of the tiny Russian woman melted away into his own form: tall, dark, gaunt and pale, dressed in foreign armor and wearing a tattered aura of fatigue about him like a shroud.

"I take it from your appearance here that the war is won?" Charles said, folding his work tablet away and putting it aside. He rested his hands on the table before him and really _looked_ at him, taking in the level of his skin as well as the shape of the thoughts and feelings that swirled restlessly around him. Loki seemed... more centered, somehow, than the last time Charles had seen him. More centered and more calm, and yet also ragged, weighed down with a deep fatigue of the soul and a fraying constitution. The flame of his bright mind was guttering low, dangerously so, and Charles was more than dismayed to see it.

Yet he'd come back. He'd survived the dangers, whatever they were, and he'd come back to Earth of his own free will. That was two great spots of hope from which Loki could rebuild, with Xavier's help. That he had returned to Earth implied both that he'd defeated whatever menace had threatened Asgard (obviously, else he'd not have come back at all and Charles would probably have a very different problem on his mind) but also that he did not feel comfortable remaining there despite having triumphed. Had he still not reconciled with his mother, father and brother? It seemed not, or at least not fully. "How was your reception in Asgard?"

"Oh, it was absolutely marvelous," Loki said, his voice drenched in withering sarcasm. "Why, they were so _thrilled_ to see me that I was nearly thrown into a jail cell within minutes of my arrival on Asgard, and no less than three of my brother's dear companions threatened me with death before the first night had ended.

"As Thor so humbly requested of me, I did my duty in getting the genie back in the bottle, and everything could go back to normal. Asgard stands as grand and golden as ever, perhaps with a few more scorch marks and a couple of dents here and there, but the Realm Eternal will endure as it ever has and they may happen to be under the impression that I'm dead right now," Loki admitted in a rush.

"Dead?" Charles repeated, startled. The air around Loki bubbled with a mixture of guilt and sly pride for having pulled off such a clever trick. "Now, whyever would they think that?"

Loki scowled. "I thought it might put them off my scent for a while," he grumbled. "I wished to be left alone, so that I could come and go as I pleased. Thor might have made vague, sweeping statements about penance and pardons, but it was clear that the All-Father, once he awoke, had other ideas."

"Why don't you tell me what happened, Loki?" Charles said. "Starting from the beginning."

"What, can't you just read my thoughts and find out?" Loki sniped. The words were aggressive, almost accusing, but Charles could tell from the complex tangle of thoughts and feelings in his mind that he meant it sincerely. For all that he was a master of words, there were still things inside himself that were hard for him to articulate. It was much easier if Charles could just _know_ what he thought and felt without Loki having to say it, without having to speak aloud of what he perceived as weakness and vulnerability.

"I would still like to hear you tell it," Charles coaxed him. "Putting it to words may help you sort it all out in your own mind; besides, there are many concepts in your mind with which I'm not familiar. The last time I saw you, Thor had called you back to request your aid in breaking a siege over Asgard. Tell me what happened."

"Hm. Very well." Despite his grudging tone, Loki was pleased by the invitation to share his story. He was like a kettle boiling over with thoughts and feelings restless to escape, to be expressed.

"Asgard kept its peace over the Nine Realms only with the aid of the Bifrost; all of Asgard's armies were nothing to the threat that they could appear in your backyard at a moment's notice. When Thor smashed the Bifrost, little wars and insurgencies broke out all over the Nine Realms. But once the Tesseract had returned to them, they were able to re-open the Bifrost and re-establish the peace. By which I mean, of course, smashing everyone else's heads together until they behaved. Neither Odin nor Thor are really much for subtlety.

"Malekith, on the other hand, was. Asgard had been taking prisoners left and right in their efforts to break the insurrections. Malekith snuck an entire regiment of his best warriors into the very heart of Asgard itself by the simple expedient of disguising them as insurgents and sending them to be captured. Once there, they were able to stage a prison break and bring down the shields that surrounded Asgard. Taken completely by surprise, the Aesir were overwhelmed and pushed back to the palace. They were able to raise the palace shields, and so hold for a little while against Malekith's assault, but his power seemed without limit."

Loki began to pace the office, his inner agitation seeking an outlet. He was becoming more engrossed in his story, now that he was recalling something he had seen rather than recounting what he had learned secondhand after the fact. "There is an... artifact, of sorts, that was created by the Dark Elves. They call it the Aether; other words for it are the Deepness, or the Twilight." Images flitted across his mind, of a deep red substance that crawled through the air like blood under water, reaching and grasping and creeping smoke-like through the tiniest of crevices. "It was created with the intention of quenching all light in the universe, returning the cosmos to the primeval darkness that existed before the birth of the stars. They had tried to do so once before, thousands of years ago, during the kingship of Odin's father Bor. They defeated Malekith, scattered his armies, and the Deepness was said to be destroyed."

"And was it?" It was a rhetorical question, since obviously Thor would not have needed to call Loki back to fight an enemy that had been dead for thousands of years.

"That would have been the _sensible_ thing to do, would it not?" Loki's voice was rich with disgust. "But no. I suppose Bor couldn't pass up the opportunity to have such potent magic under his own control. One never knows when one will want to blot out all light in the sky of an enemy planet, after all.

"He hid it away in the weapons vault of Asgard and told all that it had been destroyed. But it was not. It was bound and dormant but the thing about magical artifacts such as these is that they have a life, an awareness of its own. When Malekith awoke from his slumber, he called to the Deepness and it answered him."

"So he laid siege to Asgard," Charles said.

"Yes. It was the _stupidest_ thing," Loki shook his head, aggravated by the persistent idiocy of his kinsmen. "Bor probably didn't know better, but I don't know what Odin thought he was... The Deepness, you see, was created as the antithesis of light. It would never have the power to extinguish _all_ sources of light in the universe. So instead it was made to _absorb_ all forms of energy - including light - and convert it into its own dark form of energy that allowed it to expand and grow. And that fool Bor had _placed it within his own weapons vault._ With all the other spoils of his conquest, weapons and trophies of unimaginable power.

"No wonder Asgard was unable to repel Malekith's assault. He was being powered by energy siphoned from under their very feet! It even drew power from the Odinforce, forcing the All-Father into an untimely sleep. And the longer it sat down there, soaking up the power Asgard like a sponge, the stronger Malekith became..." Despite the flippant exasperation of his tone, there was still a lingering horror that accompanied the memories; trapped inside the palace inside a glowing golden shell with enemies on all side, pressing eagerly inwards, and a malevolent force growing under their very feet: the Deepness, a corruption of darkness that grew unchecked, devouring all it touched to feed its own unholy growth.

"How long did it take you to find all this out?" Charles prompted him, moving him past the memory of trapped helplessness.

"I _suspected _what was going on before I ever set foot in Asgard," Loki corrected him. "Confirming it took only as long as it took to argue those paranoid fools into giving me access the vault to check. But that still left the problem with what to _do _about it. We could not destroy the Deepness, and there was nowhere within Asgard we could take it that it would be out of range of the other sources of power. How fortunate for Thor, that he had within his walls one who knew all the secret boughs and crannies of Yggdrasil.

"Thor and I went alone, with only Sif to accompany us; we could not strip the palace of any more defenders than that. Of course, as soon as the Deepness left Asgard, Malekith sensed it and came to follow, as I knew he would. He intercepted us on Svartalfheim, and he and his golem overpowered Thor to steal the cask and absorb the Deepness into himself."

"Hmm." Charles considered the sequence of memories that played out in Loki's mind. "Of course, I suppose it helped them in this task more than a bit when you stabbed Thor with a paralyzing venom, pushed him down a cliff and kicked him in the face before presenting the casket containing the artifact to Malekith, promising him your allegiance in return for destroying Asgard while you watched."

"Well, yes," Loki admitted, sounding simultaneously embarrassed and smug. "It was all a show of course! But how could I resist? I mean, people were just _lining up_ on Asgard to promise me all sorts of horrible deaths if I betrayed Thor. I simply couldn't bear to disappoint them."

"Very obliging of you," Charles let out a small laugh.

"And it did convince Malekith of my good intentions. Or bad intentions, as the case may be. He never stopped to wonder that I might have tampered with the artifact and anyway. Remarkably trusting, for a dark elf.

"And so he took the Deepness into himself, just as he planned. Unfortunately for _him_, that turned the problem into one that Thor could solve by hitting it hard enough with Mjolnir, just as _he _ planned. Since the paralyzing venom was so handily out of his system by then," Loki concluded with satisfaction. "The backlash from the death of the Deepness set up a singularity that consumed Svartalfheim, but there was little enough of it left by then to wreck, so its destruction was no great loss to the Realms. Just as _I _ planned."

"That's marvelous, Loki," Charles said warmly. "You saved your brother and your friends, and all of the Realms, from what it sounds like. I'm so proud of you." He smiled wryly, then shook his head. "But Loki, you really need to get out of the habit of destroying planets as solutions to your problems."

"I suppose." _Strange mortals and their strange priorities. _"Malekith and his kind sought to purge the universe of light, killing every being that depended on it; the destruction of his homeworld was little enough to pay, for that presumption."

Charles decided not to pursue the point just then. "And then you... 'died?' "

"Yes. It seemed... appropriate. I mean there could hardly be a better location for it, there in the middle of a barren wasteland. And the planet collapsed right after, which conveniently excused the lack of a corpse. I wonder... I wonder if they still had a funeral for me, on Asgard." Images flickered quickly through his mind of an elegant boat gliding gracefully across the dark, the bright arc of a flaming arrow to set it alight. _The longship is for the honored dead. Had I done enough to overcome my dishonor? Thor seemed to think so._ "...Thor leaked all over my face, you know, when he thought I lay dying. Sentimental fool." Those last few words came out sounding almost fond.

"He still loves you."

"He's still a fool," Loki snapped. _More a fool for still loving me. He does, I don't understand it, but he really does. How can he still care for me after everything?_ The thought left him with a warm glow in the pit of his stomach, like the banked remains of a campfire hidden under a careful, protective layer of ashes. "I don't care. I needed... I needed some time to get away. From him. From Asgard. From (_Odin_) from everything. I hid myself from Heimdall, from Hlidskjalf. I don't want him to come looking for me."

"You can stay here as long as you need, Loki," Charles offered. "I'm simply happy to have you here, and see that you are well."

"Odin wasn't," Loki said abruptly. "He didn't care. I brought him the news myself, disguised as a guard. He didn't care. I suppose without Frigga to make him at least pretend to have some semblance of regard for the wretched lost creature he stole from Jotunheim..." He trailed off. _ I suppose I truly am an orphan now. Killed my own father Laufey, and now Frigga..._

"Frigga?" Charles asked quietly. "Your mother?"

"Dead." The word was quiet and uninflected, but the storm of rage and grief that followed on it was not. _ Dead. Murdered, slaughtered like a beast. Kurzed killed her, he broke her neck like she was nothing, just one more common palace guard for him to cut his way through. He should never have laid hands on her, he should have been struck down from the heavens the moment he tried - _

"I killed him," Loki said, his breathing harsh through his clenched teeth. Air whistled as he drew in a ragged breath. "The monster who killed her - I killed him. I swore I would kill him and then I did. I stabbed him and crushed him and I scattered his ashes in the barren desert. I _killed him,_ and it doesn't... it didn't _help,_ it didn't bring her back. I killed him and _she's still gone." _

_She's gone and I could not stay. I could not stay in Asgard, not with every curtain and carpet bearing the trace of her hand. Not seeing her form in every hallway, her face in every surface. I couldn't do it. So I fled, like a coward. And I came to you because you were the only place I could think in the nine realms that might welcome me._

"I am so sorry, Loki," Charles said, as gently as he could. Images of Frigga fell through his mind, each one colored by pain or grief but still vivid in their beauty and strength. They were without question idealizations, filtered through his memories like this, but the personality of the woman she had been came through sharply nonetheless. "She must have been a remarkable woman."

Loki let out his breath sharply, then turned abruptly to face him. "Give me something to do," he said, his sharp and demanding voice a cover for the raw pain beneath it. _Please. _ "Some quest, some task to accomplish, something to keep my mind and my hands busy. I came here to repay my debt to you, to return your boon. Give me a way to repay it!"

"I'm sure I can think of something," Charles said, and then smiled. "Indeed, there are so many possibilities, it's hard to know where to start. What would you think of guest lecturing?"

* * *

Loki was escorted to his new quarters by a mortal woman - no, a mutant woman; he was beginning to be able to tell the difference if he concentrated hard enough - with long red hair and cool grey eyes. She reminded him a bit of the other red-haired woman he had recently encountered, the Lady Spider, and not only because of her hair; they had similar auras of danger about them, a shadow under their eyes that warned others that they had come through many dark battlefields and would not be averse to one more. The look she gave him was wary, despite her demeanor of professional politeness, and Loki was not sure how to feel about that; pleased, perhaps, that even in this place they still recognized the threat he could bring to bear. Perhaps.

"These are the supplementary teacher's quarters," she told him, swiping a blank square wafer in front of a glass panel. The panel beeped, and a loud clack inside the gate indicated that a lock had fallen open; she pulled open the gate and gestured him inside. They were in a small courtyard shaded by trees, with a smooth stone path branching out to each side. The woman (Xavier had said her name, but Loki had not been paying attention terribly well - Gray?) led him to the leftmost corner. The door was made of dark wood, set with wrought iron numbers in Midgardian script that matched the gate. "You'll be in here."

She handed him the wafer and a small set of clinking metal tokens - keys, Loki realized after a brief inspection. "I assume you won't be needing any parking," she said. "It should have all the furnishings in place, but if there's anything you need, you can call Housekeeping - the number is posted on the door. If you need anything else - I understand you're not from around here -"

"I'm sure I can figure things out from here," Loki assured her with a thin smile. These accommodations were simple, compared to Asgard's level of technology, but Loki was not Tho - not an _idiot_. He could make a fair guess at the purpose of any of Midgard's machines; and starting from the premise that a thing was made to be used, it was not usually difficult to figure out how to use it. He had always been skilled at observing those around him and mimicking their behavior... and for anything that really stumped him, there was always magic. "Thank you."

She shot him a doubtful look, but did not pursue the question. "Today is Friday, and Professor X said you would be giving lectures starting Monday," she said in her soft voice. She used the nickname that all the mutants seemed to for Charles Xavier, simultaneously respectful and affectionate. "Hopefully that will be enough time for you to put together a lesson plan. We'll see you then."

With that she turned and walked off, and the faint aura of crackling danger faded with her. Loki waited till she was out of sight before turning to the door she had singled out as his; he dropped the keys into a handy dimensional pocket and simply opened the lock with a twist of his hand in the air, letting himself into what would be his new home.

The small suite of rooms beyond was furnished adequately, if not luxuriously; there was a bed, a chest of drawers and a mirror in one cozy niche, a writing desk and several chairs gathered around a table on the other side of the room. To the right, a bare gleaming tiled floor was bracketed by counters cluttered by unfamiliar metal and plastic devices - he glimpsed what looked like a sink and an oven, so probably a Midgardian kitchen. The walls were divided into two, top and bottom: dark wooden paneling from the waist down, and a soft beige color above. A few metal-framed paintings of landscapes or still life decorated the empty spaces along the walls, tasteful but impersonal. Glass bulbs attached to poles or recessed into the walls and ceiling promised light, as soon as he could figure out to activate them. Short shadowed hallways opening into the walls most likely led to the baths or perhaps weapons storage.

Loki had plenty of battle and adventuring experience and was no stranger to camping out in the wilderness if need be. This was by far a step up from tents pitched on beds of dry heather in the pouring rain, even if it was undoubtedly missing a few amenities Asgardians tended to take for granted. It was... cozy.

And yet -

And yet so sterile, bland and impersonal; it was clearly a _guest_ room, like one you would find at an inn, and there was a difference between taking shelter at an inn for a few nights and _living_ there, making it the closest thing you had to a home.

A sudden impulse took Loki and he murmured a low incantation, raising his hand as the space around him wavered and then expanded in a bubble. The dim room disappeared, washed away in a rising tide as his own chambers in Asgard took their place. The vaulted ceilings, gables carved and gilded, with wide arches opening onto the spectacular view of Asgard beyond. The golden walls veiled behind a multitude of dark velvet drapes and tapestries, offering his eyes some rest from the unrelenting shine of the rest of the palace. The furniture, huge and heavy and carven with runes to make them last; he'd had one desk over two thousand years old still as sound as the day it was made.

Loki built up the illusion inch by inch, detail by detail. Not his rooms as he had last seen them, barely glimpsed during the few hours he'd spent on Asgard before they'd had to hurry the Deepness out of the palace to safety. (Sometime in Loki's absence his rooms had been cleaned to the bone and shut away, like a tomb - all the normal detritus of living that he'd left scattered behind him on the day of his fall had vanished, only a few mementoes kept out on walls and tabletops like museum exhibits.)

No, this was his chambers as they had _once been,_ years ago when he'd still lived in Asgard and everything had been fine. Well. As fine as they had ever been. When he'd still believed himself a prince, still believed himself a _man,_ still thought himself brother of Thor and son of Odin. When his clothing had lain flung over bedposts and strewn across counters in the flurry of getting ready for a feast or ceremony; when a plate of bones and cracker crumbs had sat on the corner of his worktable, the remains of a midnight snack from where he'd worked long nights to perfect new spells. When the trophy bilgesnipe horns that Thor had awarded him after their first hunt hung upon the walls, where Thor would see it every time he came in the door but Loki wouldn't have to look at it the rest of the time. When the first dagger that Odin had ever given him lay stowed in a careful place of honor in his top drawer. When his bed had been graced with quilts given to him as name-day gifts, personally crafted for him by Frigga -

The illusion abruptly collapsed, disappearing as quickly as a popped bubble. Loki's hands clenched into fists to stop them from shaking, set his jaw to stop it from chattering. _An illusion, that's all it ever was,_ he told himself ruthlessly. _The only thing in that world was real was __**her**__ love, and that's gone now past all remaking._

Standing there in the shadowed and cold foyer of his new home, Loki felt a sudden burst of misery sweep over him. How had he come to this - how had he fallen so far? He had once been a prince of the royal house of Odin, premiere of all the Nine Realms - he had once ridden at the head of a conquering army, poised to destroy all it swept across. How had he descended here to hide in his tiny, cramped little room to serve at the beck and call of _ mortals? _

_ But they aren't really mortals, _ he reminded himself, for the mutants were something more, something special and powerful. They were more akin to the Aesir than to the humans who surrounded him, and anyway he was not to be a _servant_ - he had been invited here to share his knowledge and his power, imparting to them the service of his wisdom.

He owed Xavier a debt, after all. Conquering army or no, he had never been any more than a hapless puppet. During his sojourn in the deep reaches of space, Thanos the Mad Titan had imposed upon him to regain the Tesseract for his own nefarious purposes, then placed a block on his memory to prevent him from recalling enough to resist it. He had stumbled about on Midgard in a daze of confused and half-forgotten schemes, not even realizing that he served not his own fate but the whim of another. If Xavier had not been able to break the block on his mind and recall him to his true self, it was likely that Loki now would be languishing in the dungeons of Asgard, still spinning himself deluded fantasies about a kingship he had never truly wanted in the first place.

And he would repay that debt. If not to Xavier directly, then by proxy to these mutant children he sheltered. He could offer them something that no one else on this benighted planet had. He could be valuable; he could be _valued._

The thought lifted his spirits somewhat. Loki lit the lamps in his new home with a snap of power from his fingertips, and went to investigate the quaint features of his new kitchen.

* * *

~tbc...


	2. Chapter 2

**Title**: Cover Up the Sun  
**Rating**: PG-13  
**Warnings**: None this chapter. 

* * *

Despite the Gray woman's suggestions, Loki did not arm himself with a 'lesson plan' before he entered the teaching hall on Monday. In point of fact, he had no plan at all. He rarely did; he usually found that his best performances came when he improvised rather than scripted.

The hall he had been assigned to was large, though not so grand as a similar chamber would be on Asgard, and arranged in a semi-circular pattern. Rows of chairs sat in risers that curved around half the room, offering an unobstructed view of the platform at the center. There was a table at the platform's center, and the wall behind it displayed a blank sheet of plastic where an image could be projected. Loki gave it a glance before dismissing it; it was far too flat and constrained for his needs.

The students were here already, a crowd of mortal (no, _mutant_) children filling most of the seats. He saw a variety of ages, from a few little ones only just entering the awkward throes of adolescence, to a few tall students in the back who had already achieved their full height, if not yet the flesh to fill out their still-gawky frames.

And there was yet more variety to be seen than of age. Most of the students looked human enough, with a variety of skin and hair colors that ranged from black to fiery red, but there were a few who stood out. One boy sitting down by the end of the row had pale green skin and dark green hair, almost like fur. Another girl had hair in stripes of rainbow color, that he at first assumed was the result of cosmetics until he noticed how the colors shifted when she turned her head. Another boy, deep in conversation with his compatriot, seemed perfectly normal until he laughed - and a long green tubular tongue whipped out briefly before disappearing back into his mouth.

The hum of chatter and clamor of movement died down somewhat when Loki walked into the arena and took the center stage, hands clasped behind him, shoulders thrown back and legs spread for balance. There was not complete silence, though, as there should have been - a few girls continued to whisper to one another, and a few other students continued to be absorbed in their small handheld devices. (Xavier had assured him that camera phones were not permitted on the campus, which was the first Loki even heard they had such things.)

Well. So these would-be champions of Midgard found their game of Angry Birds more interesting than his person? Loki felt his lips curl up in a smile. He could correct that, he was certain.

He brought his arms around in front of him, and his plain Earth suit shimmered and vanished, to be replaced with a set of Asgardian leathers. It was not his full formal war gear, like he had worn to the battle of New York - this was a simpler, plainer set, more like the ones he had carried on his back during that fateful trip to Jotunheim. Plain as they were, they would be plenty exotic enough to these childrens' untested eye, and set the stage for what he was about to say.

"I am Loki," he announced, his voice carrying loud and sudden into every corner of the theater, "son of Odin, King of Asgard and Father of All. For thousands of years Asgard has watched over the Nine Realms, keeping the peace amongst them and protecting them from dangers that threaten from outside.

"As foremost among the Realms, Asgard is the height of prosperity and civilization, burdened with the the honor and the duty to defend its peoples against the savages who would threaten all that is order in the worlds: the trolls, the Sons of Muspel, the Dark Elves, the Frost Giants.

Loki reached the end of his patrol and fetched up at the center of the platform once again, raising his chin with a bitter jerk. His voice took on a brittle tone, not entirely feigned for effect. "So I'm sure you can imagine my _surprise_ when I discovered how very wrong I was. I was _not_ a son of Odin, I was _not_ a prince of Asgard; what I was, what I _am_ instead is one of the very monsters that I was taught all my life to fear and despise."

As he spoke, he called his Jotun skin to him, summoning the sensation of cold as he had learned to do during his sojourn on Svartalfheim. He felt it creeping up through his veins like poison, ridges pressing through his skin against his clothes; he registered the shock and awe on the face of his students as the deep blue color overtook his face, turning his eyes a bright blood red.

"It was quite the shock, let me tell you," Loki told them sardonically, smiling thinly with Jotun-black lips. _See, I am much the same as you, _he thought. _I too have known the shock of betrayal of self, the pain of being cast out of home and family, of having nowhere to belong. _

"I did not... take the surprise well. And my family did not take well my not taking it well." And wasn't _that_ just the understatement of the millenium. "And so I left the Realm Eternal, and came here at the behest of Charles Xavier, to share with you the knowledge of the cosmos that you so shamefully lack."

_And, like you, I came here to start again._

He had captured their attention now, without exception; he could feel the weight of their gazes on him, impressed and attentive. He could _feel_ their regard, in a way he hadn't felt from a crowd of strangers ever before, not even from the terrified crowd of humans in Stuttgart. There, the hapless mortals had wanted nothing more to get away from him. Here, the children looked at him with expectation, like they wanted... _more._

More of _him._

He turned away, releasing the enchantment of cold and feeling his skin wash Aesir-pale in the glow of warmth as he drank in their attention, their regard. "Your world, Midgard, is the newest of the Nine, and your people are also the youngest," he said. "In the days of your people's youth we had much traffick with your world and your people, and many of our dealings with your ancestors have ascended to the status of myth and legend among your people. But I hear that time has worn away at your memory of such days, and that most of you mortals have become preoccupied with the doings of your own realms and forgotten the lands and peoples which lie outside them.

"The day is fast approaching when you will no longer be able isolate yourselves. You are here, all of you, because you have been chosen: as the future of your race, yours will be the honor and the duty of representing your world amongst the stars," he said. Charles Xavier had been quite insistent on that point; not only did he wish to prepare his students for all that they might encounter in the universe beyond their little planet, he also wanted to instill in them a sense of solidarity with the ordinary humans who shared that planet. "For that duty you must be prepared, and we will start today, with a reminder of the truths of the greater world of which you are a part.

"This is Midgard as you know it," Loki said, and with a gesture in the air before him a spinning ball of green and blue crystallized to hang in mid-air. He traced his finger in an arc over and around the ball, and a larger bright gold one appeared, then a series of dull-colored orbs to follow. They fell into obedient orbits around the small, brilliant sun, trundling around in their eternal paths. "And its attendant satellites. This world is all the world you know, but it is not all of the worlds that are. See how the rings of Midgard are like the rings of a tree? It is no accident that they should be so - "

He rotated the image flat, so that the worlds rolled around horizontally like marbles on a table. Then he moved his hands carefully apart, one lower and the other higher, and a great blue latticework of light followed his fingertips. Below the orb of Midgard the light spread downwards in a tangle of roots that wove around the table and dug their way into the floor; above it, the thick pillar of the tree-trunk shone with a silvery-blue light as it climbed towards the ceiling above, blooming into a fractalline profusion of limbs and twigs all shining with starlight. Cradled in its boughs, here and there, rested eight new globes of light. The students drew in their breath, captivated.

When next he spoke, his voice was almost reverent. "Look well - here is Yggdrasil, the Great Tree of Life, whose roots drink the nutriment of the universe and whose boughs and branches flower with creation. I hope you are taking notes, by the way," he added abruptly, "since there _will_ be a test on this later."

That produced a sudden flurry of consternation in his spellbound audience, and a mass scrambling for stylus and paper. "_Nutriment... of the... universe," _ he heard one girl whisper as she wrote furiously in her notebook.

Smiling, he returned to his lecture, lighting each Realm as he spoke of it. "Midgard occupies a central place in the Tree. It is the cornerstone, the base on which the rest of the Tree is supported. Without that support, Yggdrasil would collapse, and so your continued well-being is of great interest to those who would protect the Realms, and its control is of even greater interest to those who desire to own them.

"Midgard also lies as a buffer between the great elemental planes of fire and ice: Muspelheim, to the south, and Niflheim, to the north. It is the balance between the hot death that is chaos and the cold death that is stasis that makes all life possible..."

* * *

Loki's lecture lasted for ninety minutes, and he took a smug satisfaction in knowing that his students were enthralled for every second of it.

He lingered in the lecture hall after the students had all thundered out, laughing and chattering excitedly to one another, somewhat surprised by how _tired_ he felt. True, he had been spellcasting nearly constantly for the last hour and a half, but illusions were his specialty and should not have exhausted him nearly this much.

_Drained_ was the better word, perhaps; it had been a long time since he'd been faced with an audience this... receptive. They'd taken everything he had to give them and still looked for more, and although Loki was hundreds of years old and had all the knowledge of the Nine Realms to pass on (and no compunctions whatsoever about keeping any of Asgard's secrets,) he felt a sudden momentary panic about what he was going to _do_ to keep his classes interesting.

Loki left the lecture hall at last, walking along the sidewalk beneath the trees with crisp orange and yellow leaves curling underfoot. He was vaguely torn between heading back to his apartment to rest (to _rest,_ not to hide) or to seek out the commissary he'd heard the other staff members describe. Loki could cook his own food - years of accompanying Thor and his friends on quests had made that skill something of a necessity - but he didn't necessarily like doing it _all_ the time.

Before he got very far towards either of his goals, however, he was approached by a pair of dark silhouettes; one short and wide, though the bulk was more of muscle than of fat, one tall and shaped with slim curves. He eyed the pair of them with misgivings as they approached and their features became more clear; the woman had dark brown skin and a shock of white hair, a combination that put him somewhat unsettlingly in mind of the _dokkalfar_ he had but recently fought, and the man was... _blue._

Not just blue-skinned, he realized as he fought back the first initial surge of disgust and panic; he actually seemed to be covered with a dark blue fur all over his body (or at least the parts of it that were visible under his rumpled suit - hands and bare feet, throat and face.) Longer hair of a darker navy color, nearly black, stood up from his ears in two proud pointed tufts, and sharp white fangs showed over his blue-black lips when he smiled - as he was doing now.

"Mr. Loki?" the blue-furred man queried as they got nearer; his voice was a deep, vaguely pleasant rumble in his barreled chest. "Sorry, the memo wasn't entirely clear - is Loki your first name, or your surname, or...?"

"Ah... that's me, yes," Loki said, coming out of his bemused stupor with a slight jolt. His well-practiced manners took over, and he extended his hand to meet the blue-furred man's in the traditional Midgardian greeting. He had black-tipped claws on his hands, as well, and the strangely gentle grip of one who was painfully aware of the need to control their own strength. "Loki it is, Loki of Asgard - or if you would prefer a name in the local style, Loki Liesmith will do, or Silvertongue."

"Silvertongue. Hm. I like the sound of that," the blue-furred man said with a chuckle. He had silver-rimmed bifocals on his face, Loki realized on closer inspection, that matched his cufflinks and tiepins. "I am Dr. Hank McCoy, although you can call me the Beast if you like, all the kids do. I am a biophysicist - I specialize in mutant genetics, although of course, I am interested a great many other fields as well - and I teach some of the science classes for the upperclassmen."

"Pleasure to meet you, Dr. McCoy," Loki said, the greeting rolling smoothly off his lips. He gave a wary look to the second of the duo that had come to meet him, the white-haired woman. "And do I know the lady...?"

"Ororo Munroe, also known as Storm," the woman said, considerably more brusque than her companion. There was a closed, suspicious look on her features that put him on the defensive in turn, and the slight tickle of a scent about her - like ozone, or the air right after a lightning strike - that reminded him of Thor in battle. The association was not a pleasant one. "Active roster member of the X-men."

"Ah, a _superhero,"_ Loki said, a false smile stretching his lips. "Yes, I _do_ know your type."

"You know, I was watching some of your presentation back in the lecture hall," the Beast said, cutting back into the conversation. "Fascinating stuff. Absolutely fascinating. To think that there are these worlds out there, hovering over our heads all this time - and we had no idea! I gather you are something of a scholar, in your own country - you certainly seem to have the inclination. I wanted to say, if you would ever like to meet up some time and chat over coffee, perhaps you could tell me more about the different species on the different worlds, that would be a real treat." He was smiling as he said this, the sharp white teeth making the expression more than a little ferocious, but Loki sensed no threat from him - he seemed sincerely in earnest.

Loki bit back the first reaction to come to his lips, which was an automatic refusal to any kind of overture or invitation. The little beast seemed friendly enough; Loki needed to consider making connections in this new world he found himself in. He could not limit his contacts only to Charles Xavier and the students. "I... would enjoy such a meeting," he allowed. "Perhaps not today, but... sometime." He glanced over at Storm. "And what about you, Lady of Storms? Do you also wish to hear more about the realms above?"

"No, I think I've pretty much had my fill of aliens lately," she replied coolly. "You know, Loki, from what I've heard you have a pretty high opinion of yourself. I hear that you showed up to a crowd in Germany and announced yourself a God."

"Mortals have been mistaking my kind for gods since well before I was born, Ms. Munroe," Loki told her, matching her cool tone. "It's no doing of mine."

"Yes, humans do tend to do that. Nothing good ever comes of it." Her lips compressed into a tight line, as though remembering some ugly incident from her own past.

"Ororo," the Beast said quietly, his voice softly reproachful.

She raised her chin and looked him straight in the eye, her gaze flat and level. "They say you were once a prince in your own land," she said. "I hope you did not come here expecting any kind of special treatment. Professor X may have allowed you to stay here, but I don't want you to go around thinking that you're somehow _better _ than any of us."

_Oh, I don't have to think it. I _know_ it,_ Loki thought, smirking slightly as he generously refrained from saying it aloud. These mutants might be more than mortal men, but they were still less than the Aesir - they might have fragments of godhood, but the least citizen of Asgard had more power than all of them put together.

He, of course, was not a citizen of Asgard.

Nor truly Aesir.

His smile faded as the truth of that sank in. He was Jotun under his cuckoo skin, far too small and weak to even fully earn the status of _Frost Giant._ Well might the mortals brag and boast of their own superiority over one such as him.

For a moment, the beautiful autumn trees seemed to grey out around him, crushed inward by the weight of that truth. Something of it must have shown in his face, despite all his attempts at keeping a calm and polished expression, since the Beast took firm hold of Storm's elbow. "Well, we won't keep you," he said in a tone of false cheeriness. "We really just wanted to say hallo, and congratulate you on your first class. Do look me up some time for lunch, however - I truly would be interested in discussing the comparative taxonomy of these new world. Ciao!"

With a meaningful glare at his companion, he ushered the two of them down the footpath past Loki, who watched them go in mild bemusement. As they passed him by, he shook his head and turned to continue on his way - definitely back to his room, he thought; he'd already had more than enough _socialization_ for one day.

Once they had passed out of his sight around the corner of the building, the two of them fell to arguing in fierce whispers. Perhaps they were under the impression that he could no longer hear them, possessed of the same incorrect assumptions about his capabilities that Nick Fury and his men had once been.

First the beast-man, low and reproachful. _"Ororo, what were you thinking? Professor X specifically told us to be nice to him!"_

Then the lady's voice, higher and more outraged than her companion's._ "Professor X is far too trusting!"_ she fumed. _"I don't know what he was thinking, bringing in a supervillain to teach guest lectures!"_

_"He's not a villain - not any more," _Beast reminded her softly.

_"Well, he's certainly not a hero!"_

Loki snorted._ You have that right, dear lady,_ he thought. And must he always be one or the other?

She continued on her outraged rant. _"He doesn't belong in a classroom! Who knows what kind of dangerous things he might try to fill their heads with? He's a killer and a criminal, and I don't want him around the kids!"_

A sigh from the Beast. _"He's not the only one with a criminal past who's come here to start over, you know."_

Storm snorted in disdain. _"Getting in a shootout with the police or torching an old building is one thing - bringing in an alien army to trash New York City is quite another!"_

_"All right, all right!"_ Beast realized he had let his voice get too loud, and dropped it again. _"He's done a lot of harm, I don't deny that. But don't you realize how much potential for good he has in him? If he's truly changed his ways, the knowledge he brings could revolutionize science as we know it."_

"If _ he's changed his ways," _Storm said darkly. _"The leopard does not truly change his spots, nor the scorpion his sting."_

_"Professor X would know his mind better than you or I, Ororo," _Beast said warningly. _"It's his call to make, and I respect his judgment. Don't you?"_

_"Of course I do!"_ The response came quick and unthinking, and then a brief pause fell as she realized she'd been outmaneuvered. She muttered,_ "But I'm still going to keep an eye on him, that's all."_

_"If you say so..."_ Footsteps followed, and their voices dropped to an inaudible level at last as they passed out of his hearing range. Loki rubbed his hand over his face, then sighed.

So, Xavier's little commune was not quite as in accord as he would have wished it. Not surprising, really - in a way, it was almost good to have the other shoe drop. He couldn't even resent her for her doubts, however little he personally liked her - they were not without basis, after all. And he couldn't help but admire her fierce devotion to Charles Xavier, and her protectiveness towards the children in her care. Storm's threats did not particularly alarm him, nor her distrust perturb him; in a weird way, it almost made him nostalgic for life back on Asgard.

Asgard, where he had never truly belonged.

Loki continued back towards his apartment, but the bounce had gone from his step.

* * *

Earlier in the day, Charles had invited Loki to come by his office after dinner, should he wish to talk. He'd made it an invitation rather than a demand, but he was fairly confident that Loki would come; being dropped into a completely new environment, however welcoming it tried to make itself to him, would naturally leave him lonely and lead him to seek out familiar company.

Sure enough, shortly after the clock struck nine, Charles felt the approaching cloud of Loki's mood outside his door. He was a strange and contradictory mix of self-satisfied and pensive tonight; there was an underlying greyness to his thoughts that belied the brighter flashes of triumph and pleasure. Charles called for him to come in, and indicated he should make himself comofrtable.

"So, Loki," Charles said, turning a smile on the alien as he settled himself gracefully on one of the heavy antique armchairs in his often. "I hear that your first class was quite a hit with the students. You have quite the talent, it seems!"

Loki smirked, preening under the praise, and Charles let him wallow in it for a little while. What Loki needed was not humbling - he had had far too much of that in his life - but rather, to build up pride in the right things, in building and creating instead of destroying. "Yes, well," he said. "They know so little of the universe beyond this world, it was as but a drop in the bucket. They attended well, I must say."

"I heard bits and pieces of it from others, but not the whole thing," Charles said. He had also watched a few minutes of the presentation on the tape recording that was going at all times in the lecture hall; he hadn't mentioned that part to Loki as he didn't want him to think that he, specifically, was being monitored. It was simply part of the security in place all over the estate. "Do you think you would be willing to give me the cliffs-notes versions?"

Loki smiled. "The teacher becomes the student?" he asked, clearly amused.

"Well, I can't let the children get ahead of me, now can I? What would it look like, if the headmaster of the school knew less about a topic than the youngest students?" Charles joked in return.

The first time he had met Loki, the demigod had been in far too much distress - both physical and mental - to see the humor in much of anything. Despite that, Charles had very early on sensed a deep streak of humor and mischief in him, and tailored his teaching approach accordingly. He figured that Loki would respond better to jokes and gentle teasing - as long as it was not too much at his own expense - than to stern sentorious lectures. And, as Loki's personality had gradually emerged from the hostile defensive shell he'd built for himself, he had proven Charles right.

"Well, we can't have that, now can we?" Loki said. "Very well." He raised his hands and conjured up a small diagram of blue light before him, a much smaller and more abstracted version of the Tree that he had shown in the lecture hall. "These are the Nine Realms as they are found on Yggdrasil, the Great Tree - which is a poetic way of saying a bloom of magical ley-lines that connect a number of regions of space to one another, allowing for nearly effortless communication and transportation. Starting from the top we have Asgard, Vanaheim, Alfheim..."

Charles nodded and paid close attention, taking mental notes as he went (he was quite serious that a knowledge of the larger planetary-political situation was something he could not afford to lack,) but he was studying Loki as much as he studied the diagram, watching his shifting thoughts and feelings as he reeled off the listing of the Nine Realms. Waiting for one in particular.

When Loki paused for breath, having completed his summary but before launching into a more detailed synopsis of each one, Charles broke in. "So, from what you've told me, it sounds like there are actually considerably more than nine planets that make up Yggdrasil," he said.

Loki nodded. "Yes, there are many more, but most of them are quite uninteresting - like the barren ones in your own solar system," he said. " 'Midgard' technically refers to all of them, but Earth is really the only part that anyone cares about."

"Then what differentiates a named Realm from an empty planet?" Charles asked artfully.

"The difference is that there is someone there to name it," Loki replied, absently calling up the image of one planet after another. "A world with no sentient life upon it is just a barren rock."

"I see," Charles said. "So the Nine Realms are so called because they are all of the worlds that are inhabited by people?"

"Yes, precisely," Loki confirmed.

"Well, then, doesn't that necessarily mean that the Frost Giants are people?" Charles said.

Silence fell. Charles felt the chilling of Loki's thoughts as almost a physical sensation, and pushed the point further. "Or at least, that the ones who drew your maps and ordered the Nine Realms thought so?"

Loki said nothing, but then he didn't need to; Charles could read his reaction as easily as if he'd shouted it. He went on, "From what you've said of their history, they were able to carry out a full-scale campaign against the Aesir. It doesn't seem like they'd have been able to coordinate that without a pretty high degree of awareness."

"They have a certain base cunning," Loki admitted begrudgingly. "Nothing more."

Charles shook his head. "Loki, in my experience, the word 'cunning' is used by people who know very well that the one they're talking about is very smart indeed, but they want to make it sound like a bad thing," he said. "_Men_ are smart, but only _beasts _are cunning."

Loki scoffed. "Beasts or men, what difference does it make to you?" he demanded.

Charles leaned forward, dropping the levity as he gazed steadily at Loki, forcing him to meet his eyes. "It makes a difference, Loki, because there is a very great difference between trying to destroy _monsters_, and attempting to wipe out a race of _people_," he said forcefully. "When you talked about the Frost Giants back on the Helicarrier, about attacking them with the Bifrost, you called it 'pest control.' "

Loki bristled defensively. "There is no shame in destroying your enemies - and folly to leave an enemy alive behind you to rise against you once more," he snapped. "Your own history is rife with examples."

He shook his head seriously. "Perhaps that's the way it is in Asgard, or on Earth in the past," he said. _And today, according to many people who believe that mutants should be wiped out. _"But nowadays - at least among all enlightened civilizations - we have come to realize that genocide is always wrong. Why do you suppose that is?"

"Because you mortals are fool-headed and soft-hearted?" Loki said drily.

Charles let himself smile, but it quickly faded. "I was thinking more that we have a moral obligation to recognize the value of life. _All_ life."

Loki looked away, and Charles could almost hear him shifting tactics. "It's not about morality. It's just necessity," he argued. "Odin's father Bor exterminated the entire race of Dark Elves to end of the war with Svartalfheim, and _he_ was exalted as a hero for it. It is not evil to destroy what is bad to protect what is good."

"Maybe," Charles said. "But Loki, there is a distinct difference between destroying someone for what they have done - or what they will do - and destroying them simply for what they _are. _The first is a hard choice that we sometimes must make, but the second is only seeking an excuse.

"Tell me, Loki: after the Frost Giants were defeated by Asgard, did they continue to make war on the Nine Realms?"

"No," Loki admitted. _They could hardly have done so, after all, deprived of the Casket._

"And if you and Thor had not stirred up their court, do you think they would have attacked Asgard again?"

"Maybe," Loki hedged. _No. _He added rebelliously, "Laufey certainly jumped at the chance for a little assassination, when it was offered to him -"

Charles continued on relentlessly. "And once you had killed Laufey, killed their king and closed off their only passage to Asgard, do you think there was any reasonable way that the Frost Giants could have continued to press their attack?"

Loki's eyes dropped to the floor. "...No," he muttered.

"Then you sought to destroy them not because of what they did, but because of what they are," Charles said with a sigh. Loki's expression turned mutinous, but deep inside Charles caught sight of a first - a flicker of shame. _Good,_ Charles thought. Remorse could not be beaten into Loki, not with fists or with harsh accusatory words - such things would only drive him further into resistance. But to know that he was _capable_ of feeling remorse - it was a start.

"What they _are_ is a race of monsters," Loki snarled. "Vicious and cruel, stupid and cowardly. They cannot build or create, only ape the forms of their betters. They have no art nor higher learning, nor even the capacity for such. They go naked like beasts, and live in caves. They are worth _nothing."_

"And yet here you are, Loki," Charles said, "and you are none of those things. So the potential must be in them, however their circumstances have impoverished them."

"But the others are _not_ like me," Loki objected vehemently. "I don't even look like them. A runt, a throwback. Small, scrawny, weak and deformed."

He began pacing the room, driven by the storm of his thoughts. "Perhaps I am a different kind of Frost Giant after all," he mused aloud, his imagination suddenly lit by the idea. "A different race, the same way you mutants are different from humans."

He wheeled to face Charles, his face breaking out in a smile. "Perhaps I too am a mutant!" _Just like the others, just like you. Perhaps I truly do belong here?_

Charles sighed. _Well, feelings of belonging are good,_ he thought privately, _but this vicious contempt of the father race is not ideal. _ "Loki, of course you belong here," he said aloud. "But I'm not really the best person to be using this argument on, given that I've spent my entire life in the study of how mutants differ from humans, and yet I know from personal and direct experience that their mental processes are pretty much the same."

Loki scoffed, sullenness asserting itself once more. "Who are you to try to educate me on the truth of the Frost Giants, when you have never even set foot off your pitiful world?" he demanded. "You know nothing about Jotunheim."

"And I'm beginning to think that you know nothing about them, either," Charles said sharply. "All you know of them was taught to you by Asgard, and Asgard was at war with the Frost Giants for centuries. It's not uncommon for a nation to demonize and degrade the people they have to fight - even after the fighting is done. It's easier to oppress an enemy if you can convince yourself they deserve no better. And of course you would believe that to be true, because you've been fed those lies your whole life."

Loki flinched. It was clear that was a sore point for him; his fall into madness had begun with just such a realization, that all he had been taught since childhood was a lie that had been fed to him by those who he trusted the most in the world - his parents.

"What do you know about the Frost Giants, Loki?" Charles asked, his voice deceptively gentle. "What you _really_ know, not just what you've been told? What have you seen with your own eyes, heard with your own ears?"

Loki turned away, avoiding his eyes, but he could not silence his thoughts. They slipped over one another like shining fish in a school, too quick to grasp, but also too quick to banish. _Frost giants are cruel and wicked. I know _that_ for certain, _ he thought. And beneath that, the terrible doubt that he tried so hard not to let free: _ They must be, they _must _ be, because if they aren't - because if they aren't bad if they aren't cruel if they aren't evil, then _**why am I?**

"Please," Loki said aloud, a catch in his voice that was dangerously near to breaking open. His hands raised unconsciously towards his head, grasping at his hair as though he could physically push the thoughts back. "Please, I can't -"

"It's all right, Loki," Charles said, instantly abating the pressure, softening his tone. "I won't force you to do anything, or talk about anything you don't want to."

Loki exhaled and nodded, relief clear in his thoughts. The seething chaos of his thoughts subsided - but the doubts, once entertained, could never be fully banished.

"Why don't we leave things here for the night?" Charles suggested. "For the next few days, I want you to think about my last question. Think about all the things you know about Frost Giants, and try to separate things you've actually observed from things you've merely been told."

Loki managed a smile, though a weak one compared to his usual. "Are you assigning me homework, Professor?" he asked.

"Well," Charles said wryly. "I _am_ your teacher, am I not?"

The smile on Loki's face faded, and he gave Charles a look of strange intensity. "Yes," he said quietly. "You are."

He bid Charles a good night, and left to wrestle with his own thoughts.

* * *

~to be continued...


	3. Chapter 3

**Title**: Cover Up the Sun  
**Rating**: PG-13  
**Warnings**: Some discussion of self-harm.

**Author's Notes:** I normally go along without a beta-reader (as I'm sure readers have noticed from time to time,) but I find myself desperately needing one for this other project I'm working on. Normally I'm content to just let the story come along as it will, but for this particular project I really want to polish it as much as possible before publishing. If any of my readers has beta-reading experience and is interested, please let me know.

* * *

Thursday morning found Loki in one of the many small gyms that dotted the campuses, surrounded by a crowd of bleary-eyed adolescents. Xavier had given Loki a very good idea of what sort of students would be attending this class, but it was still a bit of a shock to actually look around and see them - not just students but truly _children,_ young even by the mayfly standards of this realm. The oldest couldn't be more than fourteen, going by how Xavier had described the years that bounded mortal development, and the youngest appeared about nine.

Xavier had explained that most mutants' powers did not manifest until adolescence, so even if Xavier were able to scry their presence using Cerebro at an earlier age than that, there was no need to invite them to the school for the safety of the children and those around them. But occasionally, a mutant appeared whose powers were so strong - or so idiosyncratic - that they began to manifest early.

Loki understood - on an intellectual level, at least - that Midgard nowadays played host to so _many_ mortals that even taking into account the extremely low rate of mutants in the populace, there were hundreds of thousands of them at a time. By contrast, the population of Xavier's School for Gifted Youths topped out at a few thousand permanent residents (with more coming and going seasonally.) Mutant children (or adults) were only brought here by their concerned families when their powers became too much for them to safely handle - or when those families themselves turned on their own children, rejecting them for what they had become. Or did worse than reject them.

Loki tried not to compare his own family history too much to those orphaned mutants. He tried not to read his own loss and anguish in every small face. But he was not always successful. He knew that the relatively small number of mutants at Xavier's school was proof that most mortal parents were not like that - that most parents tried, with varying degrees of success, to cope with their children's sudden differences - but there were still so _many_ that did not.

It was clear by their expressions that they had no idea what they were doing there, and that most of them were not accustomed to being awake at that hour. One side of Loki's lips curled up, as he recalled many sunrises he'd watched from the training grounds of Asgard, clammy with dew. These mortals had no idea, they really didn't.

Loki stepped out, hands clasped behind his back and long coat swinging around him. He wore a much plainer and looser set of clothes today than usual, in dark greens and greys and black with little adornment, more suitable for physical activity than for court (although all of Asgard's fashions are practical for war.) But to eyes accustomed to Midgard fashions, he still looks formal and intimidating, and he knew it.

"Greetings," he said, letting his eyes slide around the room to take in the students there. "I'm sure you're all wondering why you've been called here at this hour. The truth is, today is the day that you will begin your defense training."

The students traded uncertain glances, and one girl in the back slid her hand up to wave in the air tentatively. Loki at first ignored her as he continued with his preplanned speech, prepared to overlook her undisciplined fidgeting; but her hand only waved higher in the air as he spoke, and when he sent her a warning glance she nearly rose on her toes in response. At last it occurred to Loki that she was _trying_ to get his attention, that this was some Midgardian classroom ritual, and with a frown he finished off his speech and pointed in her direction to single her out. "You," he said. "What's your name?"

"Tenko," she said, lowering her hand. She had straight black hair and dark eyes that looked at him fearlessly from under smooth eyelids. "Um, we aren't supposed to be learning to fight yet. The minimum age for starting Avengers training is fourteen, and you have to opt in and pass a bunch of evaluations first to make sure your powers are even useful."

A few murmurs of agreement came from the rest of the crowd of students. Loki's eyebrows rose. "Who said anything about combat training?" he said severely. "This is a _defense_ class."

"But the school is supposed to be safe," another student piped up nervously.

"And it is kept so by the constant efforts of those who have pledged to your service," Loki said ruthlessly. "It is no less your duty to do _your_ part to keep yourselves safe, should enemies slip behind the lines.

"You, all of you, must surely realize that the world is full of those who would harm you - not ones you have made by your actions, but simply because you _are._ If enemies attack you, do they imagine that they will courteously leave you alone just because you are too young? Because you are small and weak?" Loki shook his head, an expression of mock distress on his face.

"Starting today you will learn to defend yourself. I do not seek, at this point, to develop your specific talents in the service of self-defense - that is for other teachers than myself. Instead I will teach you what you _all_ need to know; how to block a blow or free yourself from a hold, how to arm yourself or conceal yourself from unfriendly eyes, how to defend against enemies who are larger than stronger than yourself -"

_"Oh please, like you'd know anything about that."_

Loki broke off, frowning thunderously as he scanned the crowd. "Who said that?" he said, his voice dangerously low. He understood that customs were different in Asgard, that mortal children were accustomed to much greater permissiveness than Loki had ever been, but he would _not_ tolerate disrespect.

The students looked at each other nervously, avoiding Loki's eye. One small boy towards the back, his skin a patchwork of green and pink, swallowed slowly and raised his hand. _"You heard me?"_ the voice came again, more uncertain than before. Loki realized, this time, that the child's mouth had not moved when he spoke, and the realization rocked him back on his heels a bit.

"Excuse me, teacher, but it can't have been Artie," another boy was quick to speak up to defend his classmate. "Artie doesn't _talk."_

"Well, it seems that he just _did,"_ Loki said dryly. It seemed that the boy was a budding telepath, broadcasting his thoughts out around him not unlike what Charles Xavier himself did, albeit on a much weaker scale. Perhaps other mortals were not sensitive enough to pick up on the broadcasts, so this Artie had become used to going unheard. It would be unfair, then, to castigate him for what he did not realize he spoke aloud.

"It seems that Artie is of the opinion that I would know nothing about the art of defending myself against a larger enemy," Loki relayed to the class, voice heavy with sarcasm.

The students looked at each other, then at him.

"Well, _yeah,_" the male student who had defended Artie had said. "I mean, you're _huge."_

"You won a fistfight with _Captain America,"_ another student added in. "It was on the news."

"You had _your own army!"_ a third girl called from the back.

Loki rocked back on his heels, completely dumbfounded by the idea that _he_ would be considered an imposing figure. True, he was taller than most mortals - though still on the short side for an Aesir - and his armor lent him a certain amount of padded bulk. But still, for his entire life Loki had always been the smaller one, the weaker one, skinny and frail when compared to -

"Well," Loki said, and gave them a thin, sardonic smile. "Appearances can be deceiving. I may look impressive to you now, but in my youth, I looked more like _this."_

He made a pass with his hand, concentrating, and his form shimmered and shrank into the body he remembered with painful familiarity from his adolescent years. Shorter by handspans, and skinny as a beanpole, the cool air feeling miserably cold on his skin. He remembered this body from his one hundred and thirtieth birthday, when Thor had already shot up in his growrth spurt and was thrashing his way enthusiastically through all the trainers Odin could hire for him, and Loki was... not.

The students murmured to each other, their gaze sharpening on Loki with intense interest. "My brother and _his_ friends on the other hand, with whom I was expected to practice combat training every day," Loki said, deciding to drive the point home, "looked more like _this."_

A wave of his hand in the other direction, and an illusion of Thor and his cronies shimmered into being in the center of the gymnasium. Thor in the center, a blond mountain of a man in gleaming armor with Mjolnir in his fist; flanking him were Fandral and Hogun, swaggering in all their war gear. Volstagg loomed behind them, huge enough to frame even Thor's mighty muscle with his imposing bulk, his wild hair and beard making him look even more terrifying.

Perhaps it was a _slight_ exaggeration - Thor was tall even for an Aesir, cresting seven feet, and the Warriors Three were not far behind him, but Loki _might_ have added a few inches here and there to illustrate his point. He also did not include Sif in the group, as her smaller stature and fine-boned features did not on first grasp look so imposing (an ironic twist, since she was actually the best fighter of the lot. Her technique was even better than Thor's; she'd bested him regularly until he'd gained so much sheer muscle mass on her that she could no longer match his brute strength.)

"_This_ was how _I_ learned to fight," he said to the students, who were gaping at the illusion. "And what I learned from them, I will now teach to you."

Lacking anyone else in his weight class to make a suitable demonstration partner, Loki conjured up one of his doubles to be his training dummy. He kept his short and skinny guise, but gave his doppelganger his usual appearance, so that his students could observe how a smaller opponent would act against a larger one. He demonstrated a few basic moves - how to break out of a few holds, one or two of the flashier throws to keep his audience's interest - and then called the students down to the gym floor to spread out and practice the moves on their own.

He set them to do drills; the only way to imprint the moves into their muscle memories was to do them, over and over dozens of time. He and his double walked around the gym, observing his students' (mostly pitiful) first efforts and correcting them when their errors were too egregious to risk memorizing.

His last words lingered in his mind, though, and he brooded over them. Despite what he had told the students, it hadn't been Thor - or his cronies - that has taught Loki the art of defense; that had been a white lie he'd used to smooth over the truth. It had been Frigga.

The truth was that the Asgardian art of defense was not usually taught to men of any age, and certainly not to those who were expected to grow to be warriors - it was too conservative, focusing too heavily on reserve and counterattack instead of the brutal, straight-forward berserker aggression that Asgard favored. Rather, it was the combat style that was most commonly taught to - and by - women. In Asgard, men were always expected to be warriors; it was the women's job to defend the home from any attackers that might breach the defenses. And though it was a less honorable form of combat, it was also considerably more practical and ruthless, for while a man might battle for his honor over an injury or slight, a woman was expected to fight only in the last extremity.

It was impossible to be here, correcting the form of these clumsy girl-children and boy-children, and not remember the days that Frigga spent training him in the garden. When Loki had floundered and struggled at the regimen of combat training that a prince of Asgard was expected to master, it had been Frigga who had stepped in, taken him aside out of sight and taught him the ways of the staff and the dagger. She'd taught him subtlety and sleight, how to recognize the potential in any number of household objects to become a weapon and lift them with light fingers while his enemy's attention was elsewhere. She taught him how to kill from a distance, or quietly in close quarters; she taught him not about strength and honor, but about survival and victory.

Loki had taken to the craft like a duck to water, and he had not only mastered Frigga's style of defense but improved on it; in time, he had been able to translate the defensive skills to offensive ones, and become as feared a warrior on the battlefield as any of his peers. But no matter how many enemies he cut his way through he could never quite shake the stigma of the methods in which he had been taught - every Asgardian who watched him on the battlefield knew in an instant that it didn't matter whether he killed like a man, he still fought like a woman.

And Loki had never been able to escape the mixed feelings of gratitude and shame that filled him whenever he remembered Frigga's training. Because as much as he loved her for giving him this gift of knowledge, these skills that kept him and his brother and his friends alive on the battlefield - he still hated that by doing so, she had marked him apart forever. In the years since their lessons Loki had tried to distance himself from Frigga's tutelage, rather than honoring her as other warriors did their teachers. He had been ashamed of her teachings, ashamed of her - and of himself.

Perhaps at the bottom of it, it was himself he hated, for being so weak as to make it necessary in the first place. He wasn't sure. He didn't want to be sure.

Frigga's gifts, like her love, had always flowed freely and without hesitation. And so he had taken them for granted, disregarding them while he constantly strove towards that which seemed so tantalizingly just out of reach - Odin's approval. Would that he could live those long years over again, and he would return Odin the disregard he so deserved and focus all his attention on Frigga instead of just assuming she would always be there -

Something tugged at his magic, pulling his attention back out of his brooding thoughts of the past. His doppelganger had noticed something out of place, and was calling him to it. Nonchalantly Loki strolled over to that side of the gymnasium, trading places with his double, and eyed the source of the disturbance curiously.

One of the girls, no more than twelve or thirteen and with wavy brown hair, was leaning up against the gymnasium wall with her arms folded across her chest. She was watching the other students practice with an odd wistfulness, but made no move to do the katas herself.

"These exercises are not merely for fun, you know," Loki said, stepping up beside her with a casual ease. She looked up at him with a start, brown eyes widening, and took an involuntary step away. Loki smiled down at her, although he was well aware that it was not an entirely friendly expression. "Nor are they, in fact, optional at all. Have you tired yourself out so quickly, then?"

"Oh, no," the girl said, ducking her head. "It's just - I don't have to do this sort of thing."

"You believe you don't need to know how to defend yourself?" Loki repeated incredulously. "Whyever not?"

"Well - because of my power," the girl said. She raised one hand in a little wave, and her form was suddenly less _there_ to Loki's perception. "I can phase through matter - that's what Professor X calls it. No one can touch me if I don't want them to, so why do I have to worry about learning something I'll never use?"

Loki's eyes widened. That was a potent ability for evading capture and assault, indeed - but Loki could already think of three ways around it. And if he could, then others surely could as well.

More to the point, everyone who was in this class today was here at the request of Charles Xavier. Which meant that Xavier, who had already been aware of this little mutant's ability, had still wanted her to learn what Loki had to teach.

"I see," was all Loki said aloud. "What is your name, miss?"

"Pryde," the girl introduced herself shyly. "Katherine - um, you can call me Kitty, everyone does."

"Well, then, Katherine Pryde," Loki said. He made a subtle gesture with one hand, casting force fields on the walls and floor around them. "That is all very well and good, that you have such a power. But tell me, Miss Pryde, what will you do when they take your powers away from you?"

He took a step closer, into her personal space, looming suddenly above her. Kitty gasped, and moved reflexively to back through the wall and away - only to bounce unexpectedly against Loki's forcefield. She could phase through _matter,_ but the force-shield was not matter at all, and so her power was no use against it.

"Because they will, you know, if they can," Loki said, taking another step forward and crowding her against the wall. She looked up at him, eyes huge and frightened, back and palms pressed against the wall. He bent his head to look down on her, mesmerizing her with his gaze. "They will neutralize your power the first chance they get. Do you not think they are already studying ways to do so? They will find a way, and when they come to get you, you will have nothing... all the walls of the world will be a prison to you, hemming in your escape as they reach for you, and seize you, meaning to drag you away to some hole in the ground that the light will never find."

He took another half-step forward and then crouched, bringing his face down to her level. "They believe that without your power, you are helpless," he said softly. "But they're wrong, aren't they? You aren't helpless. Underestimating you will be their fatal mistake, because you - you have a secret. You are _more_ than just your mutation. And you know how to fight back."

She gulped, her throat bobbing even as she stared fascinated into his eyes.

"Isn't that right," Loki breathed, and she jerked out a nod. Loki smiled, and stood up again.

"That's what I thought," he said, and with another gesture recalled his force fields. "Come, Miss Pryde, and practice with the others. I assure you, your form can't be any more abysmal than theirs."

* * *

The rain had come and gone, leaving the scent of it heavy in the air around the campus. It was an odd sharp mixture of freshness brought down from the clouds, mixed with the organic smell of decay from the stirred-up carpet of fallen leaves and the dirt below it.

Loki sat at a small, shabby table wrought of cast iron and glass, at the corner of a small courtyard of wet flagstones. Dr. Hank McCoy, the Beast, sat on another of the fancy iron chairs across from him, and they were both nursing paper cups - Hank's of dark coffee, steaming gently in the air, Loki's of iced hot chocolate. He'd had a chance to sample all three of the most popular beverages of this kingdom - coffee, tea, and chocolate - in both their hot and cold forms, and he found this one the most palatable. (The much-vaunted _caffeine_ did not seem to affect his physiology, and without it he didn't see much appeal in a bitter drink for its own sake.)

The campus had its own coffee stand, run by a mortal - not mutant - woman who mixed the drinks and called out the orders in a sure voice. He gathered that she was the older sister of one of the boys here, and had taken this job on-campus in order to be close to him while he trained his powers. Loki had accepted Hank's invitation to meet him here between classes - this was now the second morning they had spent over leisurely cooling (or in Loki's case, melting) drinks.

Their first meeting had been stilted and awkward, with Loki stiff and wary of some kind of conversational trap, and Hank not really knowing what to say to a centuries-old extraterrestrial with a severe chip on his shoulder. They had started out on safe topics - the weather, a comparison of hot beverages on both Earth and Asgard (Loki had always been an oddity in his dislike of hot drinks.) Hank did not bring up Storm's behavior from the other day, and Loki did not mention the fact that Xavier had obviously commanded his staff to be kind to their off-world fugitive.

Then they had gotten to talking about some of the students who were common to both of their classes, and from there things had eased; the conversation had moved on to a more general commiseration of the woes of teaching, and then an intellectually fascinating discussion of their respective topics. Eventually they had had to break off that topic as the hour was growing late, but met again on Friday morning after Loki's morning class to resume it. Loki had even gotten bold enough to float the idea that had occurred to him in Xavier's session the other day - that he himself was a mutant strain of Frost Giant, as the mutants were a genetic variant of mortals. Hank had thought the idea fascinating, but did not know enough of the genetic makeup of Frost Giants to know how likely it was.

It was in the midst of this discussion that Loki gradually became aware that they were being watched. He always kept one wary eye out for potential danger in the environment, although so far Xavier's school had been peaceful enough for him to relax his guard somewhat. But he still could not fail to notice the pair of mutants - students? - that were hovering near the perimeter of the cafe, trying _not_ to stare at them too obviously and mostly failing.

The woman at first confused Loki as to her age; her soft brown hair was streaked with white, but her pretty features were unmarked and her face was flushed with the vigor of youth. She was overdressed for this mild fall weather, bundled in furred boots and multiple layers of long-sleeved coats, with gloved fingers peeking out past the ends of the sleeves and a scarf wound around her entire neck until her face was the only exposed part of her skin.

Her companion's age, Loki could not guess at, for he was the strangest sight Loki had set eyes on since he had come to the skin. He had a head of curly black hair, and his skin was so dark an indigo color as to be almost black as well; only in the full sunlight did blue undertones reveal themselves. His eyes were a startling yellow against this dark background, and his hands - also gloved - had only three fingers each. He kept pacing back and forth, turning towards them and then nervously away, while his female companion spoke to him with quiet words of encouragement.

Hank noticed his frown and broke off mid-sentence, turning to follow his gaze. Then his features brightened under their mask of blue fur, and he waved at the distant figures. "Ah, it's two of my favorite students!" he chuckled, and waved them over with an expansive hand. "You know, I've been meaning to introduce you to Kurt. From what I've heard the two of you have quite a bit in common."

Loki stiffened in his seat, and couldn't quite keep the iciness out of his voice as he said, "Do tell."

Hank looked surprised, then faintly apologetic. "I mean that Kurt has quite a mischievous streak in him," he explained. "Some of the others in his age group call him the Trickster, for he likes to play pranks - mostly harmless, thankfully. He can teleport short distances, you see, and so he has a tendency to bring large objects - like the professor's car - into other students' dorm rooms, leaving them with no way to get them out. He also decorated all the rooftop spires with pumpkins for Halloween last year, which was festive enough until they began to rot and fall down around our ears. It was raining pumpkin rinds for a week or so, until we finally got one of the fliers to go up and take them all down."

The two children approached, somewhat hesitantly despite Hank's welcoming gesture. "Hi," the girl introduced herself. She had a soft twang to her words that Loki had not heard from the people of this kingdom before. "I'm Anna Marie, and this is Kurt. We've been hearing a lot about your classes from some of the younger students, Mr. Loki, and we really wanted to get a chance to meet you."

By a certain inflection in her tone, Loki gathered that she meant that her companion really wanted to meet him, and she was mostly here as emotional support. This guess was borne out by the way she glanced at him and nudged him forward softly with an elbow to his back. He fidgeted, his yellow eyes darting here and there and everywhere and never quite looking at Loki directly. "Hello," he muttered, and his voice was even more heavily accented than the girl's. "I'm... I... haff heard a lot about you."

"Yes?" Loki encouraged when the young man stopped there, seeming unwilling to go on.

"We heard that you have a different way that you look, sometime," Anna Marie butted in helpfully, when Kurt seemed unable to. Up close, he could see that what he had taken for age-silver in her hair was merely a single shock of white that had been combed back into the dark mane of it; he was unsure whether this was cosmetic, or a manifestation of her mutation. "If you don't mind too terribly, would you be willing to show us?"

Loki frowned. A part of him instinctively bristled at being treated like a circus sideshow, for children to gawp at for their amusement, but - surely of all the places in the Nine Realms, this was the least likely to sport such idle onlookers. And besides...

He glanced at Kurt, then at Hank, who was watching the by-play with interest. Loki had always been a chameleon, by personality as well as inclination; he'd always felt a silent but palpable compulsion to fit in, to match his look to those around him. Whenever Thor and his friends had journeyed to other realms, Loki had taken a habit of adopting whatever the local look was - on Vanaheim, Alfheim, or Nornheim. Sometimes that was a simple matter of changing his clothes; sometimes it was more. The only place he'd been that he'd never felt any inclination to fit in was in Jotunheim.

The Frost Giants had been his enemies; he'd no desire to look like them. But he was not among enemies now. After a long moment he nodded slowly in acquiescence, and closed his eyes, concentrating. His hands folded around the cold ceramic of his drink for inspiration, reminding him of the burning sweep of ice; after a moment, he felt the change begin to emanate from his hands upwards.

His eyes, when he opened them again, were crimson. They darted anxiously to his audience to check their reaction, but Hank and Anna Marie merely looked interested and perhaps a little pleased. Kurt's interest, however, sharpened on him to an almost painful intensity.

It was clear that the young man had more he wanted to say, but he seemed at a loss for words. After a moment Hank stood up, pushing his chair back from the table with a rumble of metal over stone. "Why don't I go refill these drinks for us?" he suggested pleasantly, collecting the mugs. "Rogue, Kurt, would you care for something?"

Kurt shook his head, but the girl - Rogue? - piped up with an "Iced tea, thanks."

"Iced seems to be the theme for the day," Hank said with a smile at him, then lumbered off towards the counter. It was an obvious move to give Kurt some privacy, the more so when Rogue shot her friend a quick thumbs up of encouragement and followed Hank to the counter, leaving the two of them alone.

Loki gave all his attention to the strange young man before him. "Would you care to sit?" he said, indicating the empty chair. Kurt nodded, but instead of sitting normally he climbed onto the chair and crouched there; for the first time Loki saw a long sinuous blue tail that followed his movements, flicking now in agitation like a cat's. The tail probably explained the preference to perch rather than sitting; Loki recalled that some of the more exotic inhabitants of Alfheim were the same way.

Loki cocked his head to the side. "Is there something you want to ask?" he prompted. He was expecting to give another lesson on the history of the Frost Giants, but Kurt's question took him by surprise.

"Ze markings," Kurt blurted, and gestured towards him in a general way that encompassed his skin. "I, I vas just vondering..."

His accent was thicker now, his words slow and hesitant to the point where Loki was left wondering if he was slow of mind - though that did not seem to square with the portrait of a mischievous young man that Hank had painted for him with words. Suddenly he remembered that the peoples of Midgard did not all speak the same language; perhaps this young man came from one of the other kingdoms of the realm and was not proficient in the tongue of this one.

"You know, you can speak to me in the language you are most comfortable with," Loki told him encouragingly. "I will understand you."

Kurt looked startled, but after a moment he spoke again, and his accent was less noticeable. "You speak German?" he asked.

"I speak all tongues," Loki said vaguely; he would explain the All-Speak if asked, but he somehow doubted that was what the boy had come to talk about.

Surprisingly, Kurt nodded understanding. "Oh, like Doug does," he said.

"What about the... markings?" Loki prompted him, when he still hadn't continued after a moment.

"Well, I was wondering if they had some meaning," Kurt said, and although his speech was more fluid now it was clear that he was still hesitant. "I... like mine do."

That was not the question Loki was expecting, and he blinked and looked closer. Though so dark as to be nearly black, he could see now that Kurt's skin was covered in places with fine raised lines, traveling in curving patterns over the contours of his skin. It was a resemblance he hadn't expected to find, and one that left Loki wondering once more uneasily what exactly the mutants _were._ It seemed too unlikely that such resemblance was a coincidence; no wonder the young man had been curious.

"I don't know," he answered at last, frowning as he turned it over in his mind. "I... the other Frost Giants have them, but I do not know whether or not they have any significance. Whether they indicate clan lineage, or are merely individual patternings, like a fingerprint or a zebra's stripes."

"I understand," Kurt said, but he seemed even more unhappy and tense. This conversation was getting more bizarre by the minute. _Just say what you wish to say,_ Loki thought at him impatiently. _If I know the answer I'll tell you._

Kurt fidgeted some more, and then blurted out, "I just wanted to know... are they something that you did to yourself?"

"To myself? No!" Loki was taken aback, and his mind ratcheted through the implications of the question. Not markings, as the Jotun had, but scars; but so many, so much pain. "Wait, are you saying that yours _are? _That you did that to _yourself?"_

Both Loki's answer and his return question obviously upset Kurt; he crouched down further in the chair, his tail drooping miserably. "Yes," he said.

Loki started at Kurt in astonishment. "Whatever for?"

Kurt just looked miserable, and did not answer. Loki frowned, mind ratcheting over possibilities. "Are they battle-markings, then?" he offered. He had seen some of the older berserkers of Asgard with similar decorations, although normally they began with a scar earned in great battle and carved the skin around it to emphasize their courage. And Xavier did say that some of his students were warriors. "They do make you look quite fearsome," he offered encouragingly.

Unfortunately, that seemed to have been the wrong thing to say; Kurt huddled down even further in the chair and looked about to cry. "No... I..." he stammered, his yellow eyes darting around as if for an escape. "Never... never mind. I should go... sorry to have bothered you..."

Loki felt a faint tingle, like a tickling against his skin, the instant before Kurt simply disappeared. There was a faint _bamf_ing noise as the air rushed to fill the space where he'd been a moment before, but no other trace of him. Loki was left behind, clutching his mug of melted iced chocolate and very confused.

Hank returned to the table, frowning to find Loki alone; he set a new drink and pastry in front of Loki and sat down opposite him. "Kurt left in a hurry then?" he asked. "Something wrong?"

"I... am not at all sure," Loki said hesitantly. He was getting a bad feeling that he'd made a mistake somehow, and waited nervously for Hank to call him on it. "He asked me if I was born with these markings -" he gestured at his own still-blue skin - " - but I believe I may have said something to upset him."

"Hmm." Hank took a sip of his coffee, then sighed. "Well, I'm sure he won't hold it against you. He's surprisingly forgiving, considering what a life he's had."

"Did he not inherit his appearance from his parents, then?" Loki asked curiously. Hank and Xavier both spoke of mutants as being the 'next step' in human evolution; but at least in a comparison between humans and Frost Giants, Kurt seemed rather more than one step ahead.

Hank shrugged. "Most likely not, since mutants only really became common in the last two generations," he said. "But we don't know for sure, because Kurt never knew either of his birth parents."

"Birth parents?" Loki said, confused. Was there any other kind?

"Kurt was adopted," Hank explained. "I don't know all the details - I prefer not to pry, really. But I know that however it happened, he never knew either of his biological parents."

"Oh," Loki said, almost inaudible.

He continued to chat with Hank through the rest of the other man's coffee, but he was not really attending. Hank sensed his distraction and bid him a good afternoon, inviting him to return at the same time next week. Loki discarded the empty pastry wrapper in the bin and left, the blue melting away from his skin as he walked out to join the rest of the crowds.

* * *

Today was the one-week mark since Loki had come to the school, and Charles intended to ask him how he was settling in. Although he had sent out a memo to the teachers and staff advising them of Loki's presence (and a somewhat differently worded notice to the X-Men, letting them know that Loki was a very strong potential ally they were in the process of courting) he simply had too much else on his plate to spend as much time with the young god as he'd like.

He knew in a general way, of course - he had kept tabs on Loki throughout the week, and seen him on Monday and Wednesday nights. In their last meeting Loki had (somewhat reluctantly) admitted that most of his knowledge of the Frost Giants came from third-party sources, and he knew very little about them first-hand. But the books and annals that predated the Jotnar war, he was now certain, spoke about the Frost Giants in much more frank and nonjudgmental terms than the ones written afterwards. It was unfortunate that those later texts - many of them children's stories, from the sound of it - had been the first to inform Loki of where Frost Giants belonged in the order of things.

When Loki blew into his office shortly after the clock struck nine, though, he had a preoccupied frown on his face and something entirely different on his mind. "Are you aware that your groundskeeper is a spy?" Loki asked him. "I sensed a strong power coming from his soul. The form he wears is not his true form, and I cannot see any possible benign motive for hiding himself thus."

This was _not_ the conversation he'd been planning to have tonight. "...I'm aware," Charles managed to say.

He hadn't been, actually - or at least not specifically - but as soon as Loki said it, Charles knew who it was and why. Raven - Mystique - would not have come to the school of her own volition; she must be here on Erik's orders. But was his old friend planning his next move, or simply keeping an eye on the competition? He'd have to find out, and prepare a countermove.

"Then why do you not do something about it?" Loki demanded impatiently. "Kill him, or at least expel him from the grounds? He is but one, and not so powerful that you could not easily overcome him."

Charles shook his head slightly. "Sometimes it is wiser to keep a spy in place, if you know about him," he said. "After all, if you expel one spy the enemy may try to plant another on you, one you don't know about. And this way, you can feed your enemy whatever information you choose."

Loki started to speak, then stopped, giving Charles a long look. Doubts and questions whispered through his mind, but he smothered them. "That's not your entire reason," he said quietly.

"No, but the rest of the reason I will keep to myself for now," Charles sighed. "If this spy makes a move to threaten any of the students, I will take steps, but I very much doubt that will happen." He brooded for a moment, then added, "I hope you didn't do anything to indicate to the groundskeeper that you are aware of their deception."

Loki snorted. "What do you take me for, an amateur?"

Charles smiled. It was easy to forget, despite the particularly _unfinished_ sense to his psyche that marked a growing teenager, that Loki had lived for hundreds of years already. No, he was definitely not an amateur. "Thank you for telling me, Loki. I greatly appreciate your efforts to keep the school safe," he said. Then he changed the subject. "So I heard you were introduced to Anna Marie and Kurt Wagner today."

Loki sobered, the hint of playfulness fading. "Yes," he said. "I... fear I may have said something to offend him, although I did not intend to." He divulged this piece of information stiffly, as though apprehensive it would earn him some reprimand.

"I'm sure he'll understand if you tell him so, and he has a forgiving nature," Charles replied. "Despite the somewhat less than auspicious start, I would like it if you and Kurt got to know each other better. The two of you have quite a bit in common."

Loki's expression went flat and blank, but it was easy to read the flurry of emotions that this kicked up. "Yes, Dr. McCoy said as much," he said. He started to say something else, then broke off, shaking his head.

"What did Hank say?" Charles encouraged him.

Slowly, unwillingly, Loki continued; "He said something about Kurt's... 'birth parents.' What did he mean by that?"

Perhaps it shouldn't have surprised Charles that out of the whole conversation, that particular piece was what Loki would focus on. But then, Charles knew very little about how adoption worked (or didn't work) on Asgard. He didn't know how much of a common cultural template they had. "It's the common term for one's biological antecedents," he answered. "So called distinguish them from the parents who raise you."

"Are your birth parents not your true parents, though?" Loki argued. "By definition. It is they who create you, after all."

Charles shrugged. "Perhaps," he allowed. "You could argue that the true definition of parents are those who actually _parent _you, and those who sired you a mere accident of birth. As a geneticist, I can assure you that birth is only the first step in the creation of a person."

Loki frowned, rising from his chair to pace slowly around the room, one hand coming up to rub at his mouth as he was lost in thought. His mind kept calling up pictures of Kurt, the memory filled with an uneasy recognition of _self_ in that image. "Did those he was born to cast him out, then, when they saw his deformities?" he wondered aloud. "Was he picked up by some passing traveler who thought he might be _useful?_"

Charles decided to back off the topic a bit. "Kurt's story is his own to tell, not mine to divulge," he said. Hoping to steer Loki's thoughts in a more positive direction, he added, "But yes, he was raised by his adoptive mother, and they were quite close for most of his life."

Loki looked over at him. "How did they hide his appearance?" he asked.

"As far as I know, they didn't," Charles replied. Things might have been much easier for Kurt if they had, but at least he had known all his life that there were those who loved him for what he truly was.

Loki's thoughts seemed to be following in parallel. "And yet his mother still loved him, even looking as he did..." He trailed off. _From the hour that Odin took me, my skin was Asgardian. Frigga knew, she always knew but she said nothing. Because she agreed with Odin, or because she feared to disagree with him? She said she loved me, that I was hers, that she didn't want me to feel different. But did she ever see the truth of the monster she had taken in? Would she have felt differently if she had? Would she still... I never asked, and now I'll never know._

Like a train switching tracks, Loki's mental soundtrack wrenched abruptly away from the lingering thoughts of his mother. Whether because it still hurt to think of her, or because he didn't want the anger that simmered under his skin to be directed at her, he didn't know. Perhaps some of both. "At least _his_ parents never lied to him about what he was," Loki said darkly. "I suppose they could not have, without the capacity to cover up his differences. I wonder how they explained him to others...?"

Charles sighed. "Loki, I've already said that Kurt's story is not mine to tell. I won't reveal private information about any of my other students. If you wish to know these things, you'll need to talk to Kurt directly, once you're at the point where he trusts you enough to share such things." He paused. "But this isn't really about Kurt, is it? It's about you."

That stopped Loki in his tracks. The cloud of his emotions seethed and roiled.

"You told me once that I was only defining myself by negatives, by what I desired_ not_ instead of what I desired," Loki said finally. "If that's so, I think I must have learned it from him. The very first thing he wished of me, though I never remembered it, was to have me be _not_ what I am - to hide my true skin and take on a more acceptable guise. And so it went for the rest of my life. Be less of a mage, less of a trickster. Be less trouble. Be less _Loki_.

Loki began to pace more rapidly now, crossing Charles' office in a few strides and flinging himself around to go back again. Charles let him talk, deciding after some consideration to keep his own response to a minimum. This has been inside Loki for a very long time now and needs to come out, like a wound that has festered and must be drained before it can heal. More than anything else - more than sage wisdom or trite platitudes - Charles judged that Loki simply needed to speak, knowing that he would be heard.

"He hardly ever spoke to me except in terms of _no -_ Loki, stop, Loki no, Loki, do not do this. He never told me _what he wanted of me_ except to be _not. _He told me that when he first took me he had plans for me, but that those plans no longer mattered," Loki continued. "Did he never think of another destiny for me? Did he ever think of what he wanted of me - of _me,_ not for Thor through me? Did he ever think on me at all?"

A voice whispered in Loki's memory: _There is always a reason for **everything** your father does, Loki. _ "Was _this_ his plan all along?" he wondered aloud, voice shaking. "To shape me into the monster he knew me to be by birth? To make me into the perfect foil for the hero he wanted his son to be - to give him a pet monster to _practice on?_"

"I don't know," Charles said quietly.

"Why not?" Loki said, suddenly rounding on him. His eyes were wild, his posture radiating menace - although Charles knew that the anger was not directed at him, not truly. "Why don't you know? You know so many other things. You are so very, _very _sure of yourself," he bit out acidly. "Why can you not tell me that _surely_ my father loves me? Why don't you tell me that he only ever meant the best?"

"...Because I don't know your father, Loki," Charles sighed. "I've never met him and I cannot sense his thoughts. I will only ever tell you things I know for certain to be true."

"THEN LIE TO ME!" Loki roared. "Tell me that my father loved me. Tell me that all he did - all the times he punished me, so much more harshly than he ever did Thor - tell me that he only did it because he wanted to make me _better_, and not because he still wanted to punish my father through me! Tell me that he saw himself in me, all that was sneaky and clever and deceitful that _I learned from him_, and was not ashamed. Tell me that there was something, anything that I could have done, should have done to make him proud! TELL ME!"

Silence fell in the office, punctuated only by the sound of the ticking clock, of Loki's harsh panting. For all he guarded himself against emotional spillover from his students, Charles felt his heart breaking along with Loki's. "I can't," he said. "I'm sorry."

Because no matter how much Loki wanted to hear sweet reassurances, the base of trust between himself and his father had been broken by just such a lie. If Loki was ever to trust him, Charles could not ever lie to him, not about something like this.

Loki's expression crumpled like a boy's, and before Charles could say anything else he dropped to his knees, long body folding in on itself as he hunched over his knees. A mangled noise escaped his control, his hand fisting by his mouth as though he could catch the sound before it escaped.

"Loki," Charles called gently, and without conscious thought Loki transferred his misery to the arm of Charles' chair, his left hand clutching unconsciously at Charles' knee. _Mother gone, father gone, Asgard closed forever,_ the litany of loss went in his head. Those simple phrases lashed around like branches in a windstorm, emotion beyond reason, and the rain soon followed. _All I have left is this. All I have left is here._

Charles put one gentle hand on the back of Loki's neck, offering warmth and support, and waited for the storm to run its course.

* * *

~to be continued...

More A/N: I am doing a bit of mix-and-match with regards to certain elements of Kurt's character in this fic. His childhood background is mostly taken from the comics, but the element of his scarification and the motive behind it is taken from the second X-men movie (since as far as I can tell, it's not mentioned elsewhere.) I am also aware that Kurt's personality is usually somewhat lighter than this one, but he's rather understandably distressed by the topics at hand.


	4. Chapter 4

**Title**: Cover Up the Sun  
**Rating**: PG-13  
**Warnings**: Politics, some discussion of racism, Lady!Loki.

**Author's Notes:** Hey folks, I'm back! Happy new year to all of you, hope you had a good winter interlude. We're starting to get into the plot of this fic.

* * *

Somehow, before he even quite realized it was happening, Loki's schedule slowly filled up. It was a jarring transition from the slow, patient pace of life in Asgard - which measured things by years or decades, or perhaps moons if they were in a particular hurry - to the hectic, jerky, seven-day cycle that Midgard for some reason favored. Mortals rushed from one day to the next, hurrying towards the end of the week - and then no sooner did the week-end arrive than it was over, and the whole carnival schedule started over again.

On Mondays and Wednesdays Loki gave his lecture on the cosmology of the Nine Realms to large classes of students at once. While his cosmology lectures were aimed at teaching the basics and interesting as many of the children as possible in what lay outside the borders of their Realm, it was more flash and spectacle than serious scholarship. But a smaller number of students showed genuine interest in a more serious, intensive study of the history of the Nine Realms in general and Asgard in particular, and so he felt obliged to meet with them twice a week after the initial lectures to fill in the details.

Then there were his defense classes, starting early in the mornings on Tuesdays and Thursdays and continuing on well past noon, as he broke up the class into their levels of ability and practiced with them more intensively. He was not to be granted respite during the afternoons, however; as soon as word had gotten around the faculty about his easy displays of _seidr_ in the classroom, the other teachers were all mad to find out how did it. Somehow, what had started out as a casual 'little demonstration' as requested by Hank McCoy had devolved into a sort of unofficial metaphysics workshop, meeting on Thursdays and Saturdays to compare Loki's talents with various mutant powers and debate interminably about how similar or different their sources really were. (If he were being perfectly honest with himself, Loki _did_ find the discussions fascinating, but by the time Saturday rolled around after a long week of wrangling with young mutants, Loki wanted nothing more than to _rest. _Retreat to his apartment, lock the door, draw the curtains, turn off all the lights, sit in the overstuffed armchair and just _rest._)

He still met with Xavier three evenings out of the week to talk, about topics ranging from Asgard to Svartalfheim to Thanos to _seidr_ to his students to anything else that was weighing on Loki's mind at the time. Xavier had, as ever, an uncanny ability to perceive Loki's mood, and on the rawer days he kept the topics on far-ranging subjects of politics and war. Only on the good days, when Loki felt strong enough for it, did he press Loki about the topics that hurt him most: his father, his brother, his time with the Chitauri, _home._

But not about Frigga. Never once in their sessions did they talk about Frigga; Loki found himself steadfastly avoiding all thoughts of her. He had been away from Asgard, he reasoned, for long periods of time before without being unduly plagued by thoughts of his mother - why should now be different? What had really changed in the day-to-day life of Loki, outcast of Asgard, whether his mother was gone or simply held out of his reach?

So he thought not on her. As long as he kept his mind on the tasks before him, he need not dwell on memories of her or the pain that they inevitably brought. And so long as he did not think on her, he didn't miss her.

Not at all.

Well, not much.

Not much at all.

* * *

One distinct advantage that the 'workshops' had over the classes with children, Loki could not deny, was that there was a great deal more drinking involved. Indeed, all of the faculty at Xavier's School for Mutants had a fondness for alcohol that Loki could not imagine his own stuffy tutors indulging in - but then, considering that the instructors here had to deal with nearly a hundred superpowered mutant children instead of just one shapeshifting brat, perhaps it was understandable. They would gather at a taproom - (or as Hank preferred to call it, the dispensary) near the outside edge of campus and get their drinking and talking out of the way at once.

Loki was not particularly impressed by the alcohol of Midgard (although several of the teachers that hailed from further away assured him that the alcohol served in _their_ countries was much finer) but he drank anyway, to keep company. Truly, he found the slight warm glow that was all Midgard's pitiful excuse for mead for instill in him to be more than sufficient; he had no mind to drink himself into a state of foolishness around these people he still did not know well.

This Thursday night, he was nursing the last of what Cecilia had referred to as a 'martini' with Hank and Jean Grey as the evening wound down. Cecilia Reyes, the dark-skinned healer, was engaged in quiet conversation with the battle-scarred blacksmith known simply as Forge. The two of them had been very interested in Loki's descriptions of Asgardian healing magic, debating speculating to what extent it would be possible to duplicate it with Midgardian technology; now they were arguing between themselves the exact differences between magic and technology. Since the distinction was rather lost on Loki - all of what they described fell under what Asgard would consider 'magic,' that was to say, using artificial enhancements to accomplish anything that could not be done by natural means - he had very little to contribute to that conversation.

The conversation, as it often did, had worked its way around to the antics of various students in their classes. "...and so we made a special chair for him, with slots in the back to accommodate his spines," Hank was saying. "And as far as that went, that was fine. But he had this bad habit during class of pushing his chair back - you know - balancing on two back legs while he put his feet on the desk. Well, one day one of his classmates surprised him - snuck up on him - and he lost his balance and fell backwards - right onto his spines! The floor was wood, of course, and the tips dug so hard into the seam between the boards that he was completely stuck. It took two teachers and a set of spreader clamps to get him shaken loose again."

"I'm telling you," Jean said, rolling her eyes playfully, "You never had him, but Kurt was worse. I'm not even sure how he did it but I walked into homeroom one day to find _every chair and desk_ stuck upside-down in the ceiling. And there he was, sitting in his own desk - on the ceiling - pretending that everything was completely normal..."

"It's hard to top Kurt stories," Hank agreed. "I do rather regret that he was never in any of my classes."

Loki could have topped that story with any number from his own childhood in Asgard, but for some reason he refrained. He did not wish to make a point how different his upbringing had been from any of theirs, and the events of the past few years had left a bitter tinge to all of those memories, even the fond ones of outwitting the tutors and escaping through the windows to spend the day romping the palace grounds with...

Well, it was all water under the bridge now.

"If it comes to desks and chairs," Loki said, "I believe I have one. The other day during my History of Vanaheim session, Katherine - you know, Kitty Pryde - was starting to nod off to sleep at one of those strange desk-chairs in the red room. It came into my mind to teach her a lesson, so I left an image of myself at the lectern and stole around behind her. It was my thought to pull her desk back across the floor, just to startle her - to teach her the merits of staying alert, you understand. But when I took hold of the chair to pull it out, it passed right through her legs! She'd phased when she'd fallen asleep, you see, and so she just kept sitting there in mid-air with nothing beneath her."

Hank burst out laughing, and Loki smiled in triumph as he took a drought of his mug. "That poor girl, Loki," Hank chided him, even as he continued to chuckle. "You really shouldn't be so mean to her."

Loki snorted. "I have better things to do with my time than teach to children who can't even bring themselves to stay awake during the lesson," he said. "I don't understand why she bothers to come to those classes, if she has no care for the knowledge."

"Don't you?" Hank leaned forward, his eyes twinkling. "I dare say her interest is more in the teacher than in the subject. Or hadn't you realized by now that our Kitty is harboring an enormous crush on you?"

Loki stared at the Beast, sputtering slightly as he tried to come up with a response. 'You're joking,' was the obvious one, but he could tell that Hank was being entirely too truthful - or at least believed he was. "Surely you must be mistaken," he managed instead.

Hank chuckled. "I don't believe I am," he said.

Jean put in, "According to her roommate, she's been seeking out and acquiring pictures of you from any possible source - the yearbook, newspaper clippings from New York, anything - and turning them into a positive shrine in the corner of their room."

Loki made a strangled noise that could not even charitably be described as a word, and Hank laughed at him again. His mirth quieted in the next moment, though, and he leaned forward slightly with a serious air. "I trust that I don't have to remind you not to do anything to _act_ on her infatuation?" he said, with just the slightest rumble of threat in his voice.

"Certainly not," Loki said indignantly. "She's only a _child."_ As lonely as he might have been in the past few years - _decades -_ for affection and companionship, he was not _desperate._

"Glad to hear it," Jean murmured.

"A child, perhaps, but growing up quickly," Hank said, turning serious. "She could do great things, you know."

"Yes, I can imagine," Loki said, relaxing somewhat now that the conversation had moved away from the ridiculous prospect of student infatuation. "With her power - if she learns to use it properly - she could be a great spy."

"I don't know about that," Jean said. "But I think Hank was referring more to her future as an X-Man."

Loki scowled. "An X-Man? The warrior band that Professor Xavier talked about?" he demanded incredulously. "That's absurd! She's not qualified for battle - absolutely not."

"What, because she's a girl?" Jean cocked an eyebrow at him, and Loki rolled his eyes.

"That's exactly why - because she's still only a _girl_," he said firmly. "Not even yet a woman. Both men and women can be born with the passion for battle - but just because they _can_ doesn't mean that they _are._ Kitty doesn't have the right temperament to be a warrior, and likely never will. Teaching her to defend herself is one thing, but it would be cruel to subject her to the brutality of the battlefield if there was any chance not to."

He was diverted for a moment to brood on his own words. In Asgard, of course, men were expected to become warriors and women were not. There were a few exceptions, like Sif, who clawed her way past Asgard's prejudices with a single-minded fury for blood, and won the respect of the warrior class thereby. But however strange and unnatural a woman warrior seemed to them, a _man_ who had no taste for battle was even worse. Sif at least had been able to win a grudging respect for them, but a man who preferred the gentler arts never would.

How much different might Loki's life had been, if he had grown up among people who had respected his choice to walk another path? How different, if there had ever _been_ a choice in the first place?

Hank sighed. "Just between you and me, I think you're right," he said ruefully. "But it's not really up to us. Professor X himself wants Kitty to be ready to go on active duty as soon as possible."

_"What?"_

"He has his reasons," Jean told him gravely.

"I can't imagine any reasons that would explain such foolishness!"

"They need Kitty - and specifically Kitty - for what she can do that no one else can," Hank said. "You know what her power is, do you not?"

Loki gave a short, jerky nod. "She can phase through matter, passing through it while leaving herself untouched," he said. "Hardly a great offensive capability - unless he plans to employ her as a spy?"

"No, no," Hank assured him. The big blue man glanced aside furtively, then leaned back in to Loki and lowered his voice. "This goes no further, my friend, do you understand?"

"My lips are sealed to silence," Loki swore solemnly, even as his ears pricked and quivered. What was this now - secrets kept from their own people? That _he_ might gather? He put on his most encouraging manner.

"The anti-mutant faction in the government is picking up steam again," Hank told him soberly. "They've revived the Sentinel project, and our inside sources say that it's really going forward now - they've reverse engineered some of the junked copies of Tony Stark's technology, and have developed a brand new breed of fighting machines. Machines that can move and fight and think on their own, every one of them packed with an entire arsenal of killing firepower - and the latest in portable genetic scanning technology. They intend to release these killing machines into the general public, to hunt down and kill every mutant they can find."

"Is there no law and order in this kingdom?" Loki said incredulously. "What court, what body of judges would possibly allow such a thing?"

"They don't," Jean said. "Legally speaking, this is all shady as hell. But that won't stop them from going ahead with it anyway, while denying to the public up down and backwards that they're doing any such thing."

"Eventually, their cover will slip and word will get out to the public, there will be enough witnesses willing to come forward to make a case of it, and _hopefully_ the courts will put a stop to it - but that could take months, years!" Hank exclaimed. "Will we just sit back and allow them to make innocent mutants martyr to the cause in the meantime? We will not - we _cannot!"_

"But why Kitty?" Loki pressed. "What's so special about her?"

"You know she can pass through matter and be unaffected from it," Hank said. "But the things she passes through are _not_ always unaffected. Anything electronic or circuitry-based is completely fried when she phases through it - and that makes her absolutely invaluable against the Sentinels. They can't touch her, but _she_ can destroy them with a touch. She can accomplish alone what an entire brigade of fighting mutants wouldn't be able to do - take down the Sentinels."

"I see," Loki said slowly, his thoughts spinning.

"Do you see why Professor X is so set on getting her ready to fight?" Jean sighed. "Hopefully, it won't come to that - he won't assign her to the active squad unless he absolutely has to. But if it _does_ come that far, she has to be as ready as we can help her to be."

"I had not realized that the mutant's position in this kingdom was so... tenuous," Loki said. _Dire,_ was what he actually thought. "Your own government seeks war with you?" He'd been aware - from observing the dynamic between Fury and Xavier upon the Helicarrier - that relations between mortals and mutants were somewhat strained. But Fury, whatever his _myriad _deficiencies, had been able to put aside his prejudices to call upon the wisdom and power of the mutants in the person of Charles Xavier. Was Fury not a commanding force in the government of this kingdom? Were they truly so two-faced, so unscrupulous, so moronically short-sighted as to seek to exploit the mutants' power with one hand and war upon them with the other? _Apparently so._

Hank grimaced. "If it were only the government that would be bad enough," he said. "But public sentiment has taken a turn for a worse, as well - people are frightened, and they'll vote for anything or anyone who promises to be 'tough on freaks.' The X-Men have been out in the field for weeks at a time - mostly acting as body guards, or breaking up anti-mutant riots. That's why you haven't been introduced yet to any of the X-Men aside from Ororo and Jean - and my humble self, of course."

"You? You are an X-Man?" Loki said, surprised. His gentle, scholarly friend was not at all what Loki imagined when he thought of Xavier's mysterious squad of mutant warriors. He had pictured another team like Storm - hot-tempered, disdainful and righteous, bubbling over with leashed power and the intent to fight and kill.

Hank grinned at him, his teeth suddenly looking very white and sharp against the dark blue background. "Indeed I am, my friend - or at least, I was. I was one of Charles Xavier's original proteges back in the 1960s, when he was first starting out. One of the originals. But time marches on, and I am no longer as young and spry as I once was. And since spryness was my primary stock in trade - well." He looked momentarily embarrassed.

"It could be worse, Jean murmured, and she and Hank shared a look.

"Ah, well," Hank said in a tone of forced cheeriness. "There are worse fates for an old soldier than retiring to a life of ease in the countryside, imparting our wisdom to the next generation!"

But Loki's mind was still on the public sentiment' comment from earlier. "A poor measure of gratitude these peasants show to you - returning your attempts to protect and do good with hatred and violence," Loki said, half to himself.

Hank grimaced. "Would that I could say they have no reason to fear us. Unfortunately, we're not the only mutants out there - not even the only mutants to organize themselves. And the Broth -" He cut himself off abruptly, lips pressing into a tight line, embarrassed.

Jean glanced at him warningly. _Watch it, Hank,_ Loki heard her voice whisper at the very edges of his thought.

If Loki were a cat or a wolf, his ears would be pointed high, quivering at attention. But he forced himself to act casual, unconcerned. "Oh, yes - that is the faction led by Erik Lensherr, is it not?" he said offhandedly. "Professor Xavier told me all about him." _And if Xavier trusted me with that information, you know I must be trustworthy to hear the rest, mustn't I?_

Hank relaxed slowly. "The Brotherhood of Mutants, that's right," he agreed. "Frankly speaking, I don't think they could have come up with a name that more clearly screams 'Hello, we're terrorists!' if they tried."

Loki laughed. "They make mischief for you, do they?" he said sympathetically.

"Far worse than mere _mischief,"_ Hank said bitterly. "They're a bloody menace, to us and the humans alike - bombings, kidnappings, attacks orchestrated on major public monuments, even assassination attempts. Every time we try to prove our good faith to the government, the Brotherhood is right there with some nasty choreographed event to make us all look like a group of bloodthirsty savages. It's a vicious cycle - the Brotherhood commits an atrocity, the government cracks down in response. A new group of mutants gets victimized, and the Brotherhood gets a new batch of recruits looking for revenge.

"And they'll attack the X-Men in the field, too," Jean said, her grey eyes snapping with anger. "Professor X keeps claiming that Magneto has honor in his own way, but _I've_ certainly never seen it in action. Too many of my friends have been hurt trying to put a stop to that madman's schemes."

Hank sighed. "We're fighting a war on two fronts, and every time we start to get anywhere they push us back." Glumly, he took another swig of his beer.

"It sounds like you are beset on all sides, indeed," Loki agreed. "Perhaps you need to seek allies farther afield."

"Well, that's why _you're_ here," Hank said, wiping foam away from his dark lips. A moment later he seemed to realize how cold-blooded that sounded, because he blurted out "Not - not that I wouldn't be thrilled to have you here otherwise of course - no offense intended."

"None taken," Loki agreed, more amused than offended by the little slip of the tongue - it was not as though he was any stranger to _realpolitik,_ and he knew well that Xavier's interest in cultivating him as an ally was one reason Xavier had exhorted him so persistently to come here.

Not that he intended to be anyone's pawn but his own. This 'brotherhood of mutants' sounded like a menace indeed, but Loki's busy mind always worked to examine all sides of a new issue, looking for an angle to insinuate himself. One man's terrorist was another man's freedom fighter, after all, and from everything he'd heard about mortals' attitudes towards mutants, the mortal government needed no prompting from Erik Lensherr to commit atrocities. Who had committed what acts in response to whom was a bit of a chicken-and-the-egg question, and pretty much moot by this point.

And if there was a pool of hurt and angry mutants that had been wronged by the government, then it was no surprise that many of them sought out the side that promised them payback for those slights. It was only natural - justice or vengeance, whatever you chose to call it, the natural reaction of one who had been wronged was to even the score. By contrast, to ally yourselves with your former enemies and protect them from your own kind must be a tremendously difficult choice to make, and Loki couldn't see how so many of them did it.

Unless of course it was not allegiance to a higher ideal that inspired them, but rather allegiance to Charles Xavier. Loyalty to the man who carried the banner of peace and forgiveness and shared humanity, the triumph of love over hatred. Loyalty to the man who had saved them all, and lifted them from whatever swamp of pain or rage or despair they had once been mired in.

_That,_ Loki could understand all too well.

* * *

It was near midnight before the last of the drinking party broke up - actually they had ceased drinking some time earlier, but Cecilia had been very concerned by the possibility of 'driving while drunk,' and so Jean and Loki had lingered to chat with her until she felt safe enough to attempt it. The both of them lived on campus and so need not concern themselves with such things, as their apartments were only a short walk away. He could have just teleported the short distance to his apartment, but the time spent outside helped to clear his head, and the cold never bothered him anyway.

The days were shortening rapidly as Midgard scrambled towards winter, and with the warmth of the sun hours gone a wet and frigid chill had settled over the campus. Orange-yellow lamps hung from the eaves of buildings and overhung the roads and walkways, though they were too weak to really illuminate more than the shadows concealed. Loki walked through the darkness under the leafless trees, bare twigs trembling with the weight of the autumn fog, and his breath blew away from him in clouds.

The more time he spent with the _seidmenn_ of Midgard, the scholars and healers and mages that lived and worked at Xavier's school, the more they had come to pester him about his biology. Jean Grey and Forge had both expressed interest in putting him before scanners to take measurements of him while he demonstrated his powers; Cecilia and Hank both wanted tissue and blood samples in order to examine his DNA. The thought of having his inner self pawed over, though, bothered Loki in a way he could not quite name.

He found something about their frank curiosity off-putting, even if he could recognize the spirit of true scholarly inquiry that drove it. It was not that he did not understand their desire to know more about the enigma that was Frost Giants in general and himself in particular - he himself knew far less about the topic than he wished too, and it maddened him not to know where to turn to find the answers. They were curious, and he was curious too, it was just that... he did not want them to be curious _at the same time._ Didn't want to share his findings, whatever they might be, with others just yet.

What did he fear - that they would seek out his weaknesses and use them against him? It wasn't unthinkable, Loki had to admit; yet these men and women were loyal to Xavier, and Xavier already had the power to take him apart, if he so wished. Did he fear, instead, that they would stumble upon some yet hidden secret in his flesh - in his bones - so repugnant as to turn them against him forever? Could their clever machines and scanners and tests register the presence of sin, of corruption? Did he fear their curiosity because they were not his friends, or because they were the only friends he had and he did not like to risk them? _Or both?_

He was drawn out of his ruminations (not _brooding)_ by a sudden distant commotion coming off from the left. The campus was hushed, and the noises muffled by distance and walls, but his hearing was sharp enough to pick it out of the background. Loki frowned as the sounds drifted through the air - female voices raised in anger or distress, scuffling and shouting. He turned his head and took a few steps, trying to pinpoint the source of the sound, and caught a light burning in the window of a building several hundred yards away. If he remembered Jean's tour of the campus aright, that building was one of the student dormitories - one of the girls' dormitories, specifically.

For a moment Loki hesitated. He was not here to play campus police, and really of all the faculty and staff on the conference, the _last_ one to be taking a firm hand towards youthful exuberance would be the _God of Mischief._ He had certainly made enough messes in his own youth (usually with, sometimes without Thor in attendance) that he had no moral ground to interfere on anyone else's save perhaps to criticize their technique.

However, as he hesitated, the female voices rose in volume again and this time, Loki was able to pick out the shrill note of distress in them. He set his teeth and swung off the path, marching towards the girls' dormitory with firmer purpose. Best go and see what this was all about, then; if it turned out to be too much trouble, he could always call one of the other teachers.

But as he turned a corner and the girls' dorm came in view, a subtle flickering light caught his attention - not just in the windows, but crawling along the corners and the edge of the roof, as well. It was a sullen red-orange glow that had not the right look for Midgard's electric lights, nor for a true fire.

It was mage-light, and all thoughts of leaving to find another teacher fled. This was _his_ area of expertise, and he was far more equipped to handle it than any of the rest of them (save perhaps Xavier himself.) Loki's steps quickened and became more forceful as he strode towards the eerily lit dorm.

Loki strode up to the front stoop, a lamp glowing in a wrought iron cage flanking either side of the door, and knocked firmly. The sounds of chaos had grown louder as he approached, and he heard several different female voices risen in chorus inside, as well as the thudding and crashing noises that _might_ have been furniture shifted about at high speeds. More disturbing than any of those, however, was the faint scent of burning that tickled his nostrils - well out of place on this cold wet night, it was not the sharp scent of woodsmoke nor the dirty reek of melting plastics that he had come all too unpleasantly to know. Instead it smelled like burning... stone?

He _could_ just break the door down, of course, but then the girls would have a broken door until someone got around to fixing it for them. He would knock once more, Loki decided, and then simply teleport inside. He raised his fist and pounded on the door once more, the noise echoing throughout the house ahead.

Just as he was raising his hand with his fingers curled into the shape of a cantrip, there was the light pattering of feet in the hallway beyond, and the door wrenched open. The girl standing beyond it in her nightgown was not one of Loki's students, and thus not one he knew well; she had huge blue eyes and curly light brown hair that tumbled past her shoulders. Her eyes were even more prominent right now due to her alarm, the whites showing all about the rim. "Yes?" she panted, evidently having come in a hurry. "Prof - Professor Loki?"

He was torn for a moment between an encouraging smile and an intimidating frown, as the smell of burning rock wafted down the hallway towards him. The crashing of furniture had halted, it seemed, but the high female voices still carried on beyond. "It seems that you young ladies are having some trouble," he noted. "If you would be so good as to stand aside and let me in, I'll see what I can do to help."

The girl's eyes got even wider, and faint golden sparkles seemed to dance around her head for a moment. "You can't do that!" she blurted. "Curfew starts at 10, guys aren't allowed inside after that."

"You cannot be serious," Loki said incredulously. "You expect me to just walk away and let you girls continue to burn the house down around you with your crude experimentations into magic?"

"Well - "

"Who is it?" a familiar-sounding voice yelled from the hallway beyond. "Tell them we've got everything under control!"

"It's Professor Loki!" the girl yelled back, keeping the door most of the way closed and blocking the open wedge with her body. Of course, since she barely came up to Loki's collarbone, that did not actually do much to restrict his view of the hallway. "He wants to come in!"

"Well, he can't!" The second speaker came out of a door down the hallway, which Loki made a mental note of, and came forward into the light. He recognized her straight dark hair and fiercely scowling face immediately, despite the light gauzy nightgown she wore; it was Tenko, one of his more avid students of the self-defense class. She shot a hard look at her classmate. "Alison, you were supposed to be taking care of the noise!" she hissed.

"Well, sorry! That much noise was too much to convert into light, it would have lit up the whole building enough that everyone would have come to investigate!" the curly-haired girl defended herself. "Half and half was about the best I could do. Nobody _should_ have been able to hear it."

"Well, evidently someone _did,"_ Tenko snapped, and turned to glare at Loki as though this were all his fault. She looked straight at him with her smooth dark eyes, and crossed her arms in a stubborn posture. "This is the girl's dorm. No men allowed!"

Loki gave an aggravated sigh and took a short step back, then concentrated before passing his hand from his the top of his head over his face and on downwards. The magic took hold on the crown of his head, an electric prickling sensation that stood his hair on end before it cascaded down across the rest of his skin. It was a change he was well-practiced in, having taken this form on many occasions during past adventures; features attenuating, lines softening, chest and hips swelling gently to fill out the silhouette. He altered his clothes as he altered the rest, if only to keep it from pinching and dragging in uncomfortable places.

Loki's hair now fell about _her_ face in tumbled waves, and her voice had changed from tenor to contralto. She leaned against the doorframe and crossed her arms, her suit coat now a cloak that draped flatteringly over her new figure. "How about now?" she demanded of the two teenage girls in the hallway. "Will this do?"

They gaped at him, then quickly disappeared behind the door for a hissed consultation. She caught some of the words, of course, although not all of them. _"How'd he..." "Magic, it has to be magic!" "Well, doesn't that mean we should..." "She might be able to..." "Fine, you tell her then!"_

After a few more moments of hurried consultation, Tenko scampered away down the hallway, and the curly-haired girl popped around the door once more. "Uhm, come on in," she squeaked as she pulled the door wide, and Loki gave her a wry smile as she breezed on into the hallway.

* * *

~tbc.

A/N: Cut because this chapter was getting ridiculously long. The next half is almost done; it should be out in a few days. Sorry!


	5. Chapter 5

**Title**: Cover Up the Sun  
**Rating**: PG-13  
**Warnings**: More of Lady!Loki, nonconsensual psychic tampering, nonexplicit discussion of child abuse and torture.

**Author's Notes: **As with Kurt's backstory in the last chapter, I am making rather free with the details of Illyana's past history and the time she spent in Limbo. Let's just pretend that if Illyana turned up in the MCU, this would be her story.

* * *

"What on earth is going on?" Loki asked as they walked through the hallways. Doors were opening on either side of the corridor, and small female faces in various colors peered out at them curiously; Loki recognized a few of them from her classes.

"Illyana had another nightmare," Tenko said matter-of-factly. Her nightgown was cut low in the back to accommodate a set of bright red, glossy, oval-shaped wings that protruded from her back and shoulders, decorated with black spots. They fluttered slightly as she talked, the only hint of uneasiness that escaped her pragmatic demeanor.

"So...?" Loki prompted her. Adolescent girls could be excitable, but surely nightmares were a common enough occurrence in a dormitory as not to inspire this level of commotion.

Tenko gave her a look as though she were being unbelievably stupid. "So, Illyana has magic," she said simply. "When _she_ has nightmares, they become _real_."

A door at the end of the hallway was wide open, spilling light into the corridor slightly tinted by a haze of odd-smelling smoke. The room beyond it pulsed with the uneasy glow of magelight, and Loki braced herself as she stepped over the threshold.

The room at the end of the hall was evidently part of a suite, or perhaps a common room, as it was much larger than the surrounding singles. It was filled with teenage girls at various levels of age and dress; several of them were carrying sopping wet blankets, which one of them was still using to busily stamp out a stray flame curling up the wall. Loki couldn't help but be impressed by the level of preparation and practice that went into this operation, which was evidently a usual thing for them and which they apparently refused to report to any of the teachers. Several of the students gave Loki confused or wary looks as she entered the room, evidently not recognizing her, but gave way before Tenko's air of authority.

At the eye of the hurricane of blankets and nightclothes was one bed shoved up crookedly against the wall; a small, pale-blond girl was curled up at the foot of it, sobbing, while Kitty Pryde hugged her shoulders and tried to soothe her. "It's all right, Illyana, it's all right," the older girl was murmuring. "It wasn't real, you're safe at the school."

"I can still smell it," the girl - Illyana - sobbed.

Kitty sighed. "That's 'cause you _set fire to the wallpaper, _ Illyana. Stop throwing magic around for a little bit so we can air out the room, will ya?"

"I'm not _trying_ to! I can't _help_ it!"

Despite her attempts to remain cool and professional, a part of Loki's heart went out to the girl. She herself was not unfamiliar of the hazards of having a gift of magic one could not yet fully control. Her particular power had always focused on illusions, so she had never had to worry about her unconscious fears manifesting in reality, but there had been several occasions during their childhood when Loki had startled awake casting a bolt of baelfire or frost at some imagined nighttime menace.

"Who's that?"

Every eye on the room turned to Loki, who lifted her eyebrow and crossed her arms.

" _That_ is Professor Loki," Tenko said with a toss of her head. "He - I mean, she - can do magic, too. She came to help Illyana."

"What?" Kitty said, startled. "Don't be silly, Tenko. That's not Professor Loki, that's -"

Loki raised a sardonic eyebrow at her and apparently that was enough to trigger recognition, because Kitty's eyes widened and her jaw dropped. A moment later she flushed bright red all the way down to her collarbone, and scrambled backwards with a strangled squeak until she reached the end of the bed and fell to the floor with a thud.

The kindest thing to do was probably to ignore her until she got her composure back, and so Loki headed for Illyana again, sitting down on the edge of the bed and placing her hand on the girl's forehead. Her straw-pale hair was limp with sweat, sticking to her fever-flushed forehead, and Loki frowned. The girl was feverish and clearly exhausted, worn out with the nightmares and the strain of channeling so much magic through a body so young.

"Piotr?" Illyana whispered, looking up at her through hazy eyes. "Brother, is that you?"

The one single word, _brother_, pierced her heart as surely as a lance, but she managed to push it back in order to concentrate on the matter at hand. "No, child," Loki said. "I am Loki, and I am going to help you banish these shades."

She raised a dark frown to the rest of the girls clustered around the bed. "Why did you not tell anyone about this sooner?" she demanded, glaring around at them.

The other girls looked down and edged away, none of them wanting to meet Loki's gaze.

Illyana twisted under Loki's hand, her pale thin fingers knotting and unknotting with each other. "I asked them n-not to," she said in a voice made hoarse by crying. "I didn't want Piotr to w-worry."

"We were taking care of it her," Tenko said defiantly. Then she gave a little shrug. "Besides, what could any of the teachers have done about it? _They_ don't know anything about magic."

"But _I_ do," Loki said emphatically. She turned back to Illyana and pulled the girl around on the bed until she was facing her square-on. "Illyana, will you let me connect with you?" she asked her. She didn't really mean to take _no_ for an answer - she intended to straighten Illyana out whether the girl liked it or not - but certain kinds of magic were much stronger with the consent of both parties, and mage-melding was one of them.

"You should let him, Illyana," Kitty Pryde whispered to her friend, creeping back to the edge of the bed. She'd gotten hold of a fluffy, shapeless blue robe which she had pulled tight over her rather flimsy nightgown, but she still flamed red every time her eyes skittered anywhere near Loki. "Professor Loki knows how to do _everything."_

Illyana looked from one of them to the other, then nodded and closed her eyes. "Okay," she said in a tiny voice.

Loki centered herself, leaving one hand on Illyana's forehead and resting the other over the girl's heart, and closed her eyes in turn. It had been a long time since she had attempted to commune with another mage, let alone one so unpracticed that they could not hold up their end of the bond - but in a way, that made it easier, that she did not have to work around another magic-user's defenses. She breathed in deeply through her nose, closed her own eyes, and pushed her magic out to touch the girl's.

"Mama," Illyana murmured, and went quiet.

The image flashed up before her mind's eye immediately. For a dizzying moment Loki was reminded of flying over the streets of New York, craggy buildings looming above a yawning drop. Except here the buildings were wreathed in yellow fire, a hellish glow emanating from each window, and the ground below was lost in darkness. Loki was not even sure there _was_ an end to that drop, and the sensation of vertigo made her stomach wrench in unpleasant memory. Chittering whispers clamored up from the darkness below, and the hot breeze stank of sulphur.

Loki was no true _spaemadr_, as Charles Xavier was, but this was easy enough for anyone remotely sensitive to see; the girl's magic still held the shape of her terror. No wonder Illyana could not put it out of her mind, when the image had come halfway to creation before being stopped. She began with a simple charm to calm and lull her, feeling the miserable knot of tension slowly unclench beneath her hands. Then, when she thought Illyana had relaxed enough, she hit the image with a burst of concentrated magic, shattering it and dispersing it to the nether.

Illyana gasped, her eyes flying open. "It's gone!" she exclaimed. "You made it stop -"

"Hush," Loki said, pushing her gently back against the coverlet when she would have risen. "I'm not finished just yet. Be still."

Because there was something off about this child's magic, something _wrong_ that Loki could still sense. Magic was an intrinsic part of a sorcerer's soul; it came out of their life-force and grew as their body grew. Those who were attuned to magic could perceive the forms of other sorcerers as they projected into the astral plane. But the shape of Illyana's aura was _wrong,_ distorted and stretched in a way that did not match what Loki's mundane eyes saw.

Illyana's body was that of a child, but the shape of her magic was that of a woman full-grown, too tall and shapely to belong to this spindly pre-adolescent. It was strong, too, in a way that no child should be strong - the power of a fully-grown sorcerer attached to the mind of a fledgeling. There was something else wrong with it, too, something that Loki could not make out - something tainted and unpleasant about the edges of the astral form. She dearly wished she had one of Asgard's soulforges here so that she could inspect the girl properly and pinpoint the source of the corruption.

But worst of all, the young girl's aura was _incomplete - _it followed her body up to her neck, and then suddenly stopped as though severed with a blade. There was a barrier here, some blockage that cut off the mind from the magic; with the circuit left incomplete in this way, she would not be able to access nor control her powers. The unbalanced, _unnaturalness_ of the shape made Loki's stomach roll, and he had a sudden horrible suspicion as to what might be interfering with Illyana's magic.

Or rather, _who._

"Child," Loki said, doing her best to keep her voice low and soothing. "Do you remember if you were ever able to use magic? When you wanted to, not just by accident?"

Illyana hesitated, then nodded timidly. "Back - back on the farm... in Balkai," she said. "I could - I could do things that nobody else could. I could make lights in the air, and make my dolls dance. I always used to make Mikhail and Piotr laugh, even when nothing else could."

Loki felt an uneasy twinge of nostalgia - bitter as nausea - when she remembered her own childhood idyll, telling stories to Thor and drawing illusions to go along with them. She pushed it sharply away. "When did you stop being able to control your powers?" she asked.

Illyana shrugged slightly. "When we came to America," she said. "Piotr brought me to this school - he said we would be safe here, that no one would hurt us here. He said I would make friends and I did, I _do_ like it here - but -"

"But?" Loki prompted her when she stumbled into silence.

Illyana's eyes filled up rapidly with tears. "But then I had my bad day," she whispered. "Piotr took me to see Professor X, and he touched my head and then I could speak English. And... and then the next day I woke up and my head hurt, and... the magic wouldn't do what I say any more. Not during the day, anyway. But when I sleep, I always get nightmares, and the magic comes back."

"I see."

Oh yes, Loki saw.

Carefully, lightly, Loki disengaged her magic from Illyana's, but not before strengthening her charm for calm and sleepiness. She stood up and straightened the coverlets on the bed, drawing the sheets over Illyana. "Sleep now, with no more of these haunts," she murmured to Illyana, drawing the sheets up to her collarbone. She rested a cool hand on Illyana's forehead for a moment before pulling away.

Glancing up, she met the fascinated gazes of Illyana's dorm-mates, and narrowed her gaze to something that sent them scattering. "Get this room cleaned up," she ordered, "and then go back to bed, all of you. In case you had forgotten, you still have class tomorrow."

"But what about Illyana?" Kitty wanted to know. "Will she be okay?"

"Illyana will be fine," Loki said, and there was a glint in her eyes that kept anyone from questioning her. "Now, if you young ladies will pardon me, I'm going to see the headmaster. I believe I have an appointment."

* * *

It was well after midnight, but Charles was still up; he was taking a days-end report from Ororo in California, who was of course several hours behind. They had been discussing the rumor of anti-mutant demonstrations in Orange County, and whether a spell of bad weather would be enough to disperse it (in Charles' experience, Californians were willing to call off pretty much anything on account of rain, seeing as they got so little of it.)

Due to the scattered nature of Loki's thoughts, Charles could always sense him before he entered a room - but tonight, he caught wind of Loki before he even entered the _building._ He was like a thunderstorm all in himself, a dark roiling cloud of anger and frustration with cold icy thoughts whipped here and about in agitation. Charles broke off the conversation with Ororo, apologizing as he did, and turned to await the coming of his strange Jotun protege. It was unusually late for a therapy session, but Loki was so clearly upset - although Charles could not determine why - that he didn't think it would be wise to wait.

"Is something on your mind, Loki?" Charles said mildly, when Loki burst into his office without knocking.

"How _dare _you?" Loki said to him.

Well. That he had _not_ expected. Xavier's eyes widened, then narrowed as he sifted Loki's mind to find out what was going on. Loki's thoughts crackled with barely contained emotion - hurt and fury and just a hint of anxious fear lacing the edges - and it was almost painful to dive among them, to relive flashes of this evening's memories through Loki's mind.

Illyana. _Oh._ Xavier couldn't contain a wince. He had not wanted Loki and Illyana to meet, at least not so soon - had not wanted to show Loki such testimony of where he had fallen so woefully short in his efforts to protect and to heal.

"What gives you the right to commit this - this abomination? She who came to you for help - she who _trusted_ you!" Loki shouted. _As I trusted you. _ "To tamper with a child's mind - to hobble her natural life-force so that you need not fear her power? You claim to stand against those who hate and fear what is different - but then you do this, you would cripple her innate talents for your own convenience?"

"Loki, please calm down," Xavier said.

"Why should I? How can I?" Loki said savagely. "You desecrated her very memories - why? To cover up your sabotage, so that she would not think to question you? So that she would remain your loyal, your obedient puppet? I thought you were more than this, I thought you were _better _-"

"Loki, sit down."

"I do not jump to your command, Xavier! I am not one of your lackeys," Loki said, his eyes flashing. As he so often did when his emotions became too much for him to contain, he began to pace the well-worn groove in Xavier's office floor. "Is this whole - school, this entire mutant training project, only a facade, and excuse for you to build up your own empire? Do you farm these children for their talent, groom them to become your henchmen and wreak your will upon the world? Are they no more than _pawns_ in your grand design?"

"Loki - " Charles tried once more to get a word in. Despite the promise of violent power crackling at Loki's fingertips, Charles wasn't particularly afraid - at least not of Loki. Beneath Loki's feeling of betrayed fury, he could sense that Loki _wanted_ to be answered; under his anger lay the desperate hope that Charles would be able to explain the situation in a way that made sense, that did not render Charles just the latest in a long string of predatory kings in his life who sought to twist and manipulate those in his power. Loki had come here tonight not because he was angry at Charles and wanted to hurt him, but because he wanted desperately to be reassured.

Which Charles would be _glad_ to do, if Loki ever let him talk.

"Do these children even come to you willingly, or do you steal them - just like Odin?" _Like he stole me,_ his thoughts whispered. Loki still projected his own feelings intensely when he was upset, Charles noted; the longer his tirade went on, the less about Illyana this became at all. "What gives you the right, _what gives you the right -"_

"Loki!" Xavier said sharply. "If I could stand face to face with you and hurl accusations and arguments back and forth all day, I would. But I can't. So please sit down, and let's talk."

Loki looked at him, wide-eyed and stunned from the force of his interruption, a bit shocked at the forceful reminder of Charles' own limitations. After a long moment of hesitation, he sank down into the chair. As Charles had hoped, the associations calmed him somewhat, now that he had had a chance to give vent to some of the torrent of conflict inside him.

"Thank you," Charles said when Loki had settled in. "Now - have you said all that you needed to say?" He was pretty sure Loki had - the rest of it was just elaborations on the same themes - but it couldn't hurt to make sure Loki knew that he was heard.

"...yes," Loki muttered.

"All right," Charles sighed. "Loki, listen to me. Do not mistake me - I don't pretend to be a saint. I am responsible for many, many people, and in this dirty world I am sometimes obliged to play by dirty rules. At the end of the day it is far more important to win than to cling to principle, because winning means survival.

"But I have never and _will_ never betray one of my students for my own self-interest, or let them be hurt for my own convenience, or go against their interests out of fear," he told Loki emphatically, leaning forward to punctuate the words. "_Never."_

"But - the girl-" Loki protested, though some of the wind had been taken out of his sails.. "Illyana..."

Charles shook his head. "Believe me, it gave me no joy to alter her memory" he said. "It's a repugnant thing for any telepath to do, myself included. But let me explain.

"When Illyana and her brother Piotr came to this country from Russia, they were being hunted," Charles began. The exact details of who had been hunting them and why was a longer story that he didn't intend to get into right now. "Her brother brought her here looking for sanctuary, but they were followed even here. Illyana was attacked by a force none of us could sense or counter - one that severed her soul from her body and pulled it into a separate dimension.

"Although only minutes passed here before we were able to break the connection, years passed in the dimension where Illyana's soul was trapped and abused. I am no expert on magic myself; I do not know how they kept her there, or even fully understand why. Her captors wanted her for her magic, and while they had her, they... fed on it?" Charles hesitated, then shook his head. "I don't have the right words. Exploited her for it, certainly, in a process that was both painful and corrupting.

"I that other realm, her soul aged to that of a teenager. When she returned to her nine-year-old body, the shock of suddenly reverting in age plus the trauma she had experienced was too much - she lost her mind." Charles' expression tightened painfully, remembering it. "She was completely incoherent and irrational; she did not even recognize her own brother. She was terrified - we could not comfort her or reason with her - and lashed out around her with magic far stronger than anything she'd displayed as a child; as powerful as an adult's, but mad and wild with hatred. She was a danger to herself and to everyone around her. I _had _to do something, for her own safety and for that of the school."

Charles paused a moment, brooding on past memories. It was a year and a half ago now, but it still stung. "I was unable to fix the damage to her magic - I did not even know where to begin," he admitted. "I searched for healing for her, but found none who could and would help; magic users are rare on Earth, and even rarer among our allies. In the end, all I could do for her was put a mental block on her powers and suppress her memories of the time she was stolen."

Loki frowned, his face dark and thunderous. "You thought it wiser to leave her so damaged, but with no understanding of _why?"_ he demanded.

If anyone would know how badly it would shake one's sense of self, to have such scars on his mind but no understanding of how they had come to be there, Loki would - his wounding at the hands of the Mad Titan had hurt him in very similar ways. Which was doubtless why he was so angry on Illyana's behalf. Still, the situations were not the same - Loki had been full-grown and incredibly strong-minded, but Illyana had not been. "I saw some of her memories of her captivity," Charles replied. "They are horrors that no one should have to endure - no one, and especially not a child.

"It is my hope that when she is older - when the age of her body matches that of her spirit - she will be able to deal with the memory of what happened to her. But until then, it's kinder that she forget."

"Kinder, perhaps - but better?" Loki argued. "I - can see your reasoning as to her memories. But you can't just leave her magic like this until she comes of age. Magic is a living thing, connected to the life-force of the user. It cannot be suppressed forever. Already it is creeping out around the edges. If you truly fear for the safety of herself and her students, you must teach her control, not force control upon her!"

Charles sighed. "I would like to, Loki, but I can't teach her myself," he said. "I don't know enough about magic. I have long looked for a suitable teacher for her but never found one. Magic users are rare on Earth, and none of them number among our allies. I have no sorcerers I can call upon for help."

"You have me!" Loki protested.

Charles paused, looking at Loki for a long moment, until the Asgardian began to fidget in his chair. In truth, the thought of asking Loki to help tutor Illyana - as well as a few other students who had shown an affinity for magic - had crossed his mind in the past. But he hadn't intended to bring Loki and Illyana into contact so soon - for various reasons, starting but not ending with the fact that they were both very damaged. Illyana's past traumas could make her difficult to be around, and Loki was not always a patient teacher, nor kind.

It would also be extremely hard for anyone else at the school to oversee their sessions, since most of it would take place out of the perception of any of the other teachers and most of the students. And Illyana was vulnerable, and Loki was - not without ambition, Charles knew. If Loki choose to try to enthrall the girl for reasons of his own, there would be little anyone could do to stop him.

Still, if the alternative was allowing Illyana's powers to run rampant, hurting herself and her classmates... it was not, truly, a difficult choice.

"All right," Charles allowed. When Loki sat up straight, expression lighting up, Charles raised a hand in warning. "I will not lift the block from her powers completely, at least not at first - I _will not_ put the other students at risk. But I'll try to scale it back, enough that you and she can work together to learn control over it. You can start on Monday."

"Fine," Loki said. Abruptly he rose from his chair and bowed, a relic of his Asgardian manners that betrayed his agitation. "If that's settled, then, I will bid you a fair evening. As I mentioned to the students, tomorrow is another busy day."

"Good night to you, too," Charles said. As Loki turned to the door, he added, "And Loki - thank you."

Loki paused with one hand on the knob. "...Whatever for?" he said warily, glancing over his shoulder.

"You cared enough about your students that you were willing to defy me for their sake," Charles said simply. "I can't tell you how much that means to me. I don't claim to be perfect, Loki, and sometimes I make mistakes. I would rather that my students... that my _allies _call me on them - before things go too wrong."

Loki turned to look at him, then looked away quickly, as though embarrassed. "Good night, Charles Xavier," he said more quietly, and let himself out the door.

* * *

Loki walked across the darkened campus to his apartment, thoughts consumed by turmoil. If nothing else, tonight's events had made clear to him that even though Xavier was _capable_ of seeing all the minds of all the people in his care, he did not routinely do so - else the girl's nightmares could not have caught him so by surprise.

The molten heat of his fury had died down, but what was left in the cinders was cold calculation. He had been appeased as to the rightness of Xavier's heart, but remained unconvinced as to the wisdom of his tactics. His eyes had been cleared of the fog of adoration; Xavier was _not_ perfect, and his decisions were _not_ always automatically right.

The problem was, as it ever was, that Xavier was too damn softhearted. He claimed he would not cling to principle if it meant failure and destruction for his people, and yet he insisted on holding fast to principle every day that he continued in this benighted three-way standoff with the human government and his mutant rivals. Xavier - with the power of his students and allies behind them - had the power to reach out and _take_ the peace they needed. But he would not.

And the longer he dawdled in this impotent stalemate, the more deadly their enemies grew. Loki had not forgotten Beast's grim reports of anti-mutant Sentinels seeking out and destroying helpless mutants, nor Xavier's picture of the over-zealous Erik Lensherr, bent on eradicating all who opposed him. Xavier was a fool to try to interpose himself between them; he could not take the high road forever. Eventually, one or another of his enemies would get lucky.

Well, if Xavier could not be counted on to act on his interests, then someone else would simply have to look after those interests _for_ him. Loki had watched Odin All-Father at statecraft long enough to know that there must always be at least one trusted armsman, one retainer who was willing to do the tasks that the king could not, willing and able to do the dirty work. Someone always had to be the bad guy - and who was better suited to it than he?

As ever, in the end, Loki would do what Loki thought best.

* * *

~tbc...


End file.
